--- ticker: NDAQ company: Nasdaq Inc. filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 41 risks_removed: 21 risks_modified: 124 risks_unchanged: 37 source: SEC EDGAR url: https://riskdiff.com/ndaq/2025-vs-2024/ markdown_url: https://riskdiff.com/ndaq/2025-vs-2024/index.md generated: 2026-06-01 --- # Nasdaq Inc.: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 41 | | Risks removed | 21 | | Risks modified | 124 | | Unchanged | 37 | --- ## New in Current Filing: Economic conditions and market factors, which are beyond 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. Trading volumes and values are driven primarily by general 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 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. While the number of IPOs on our exchanges increased in 2024 as compared to 2023, there is no assurance that demand for IPOs will continue at the same or higher rate. Our Capital Access Platforms segment may be significantly affected by global economic conditions. Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of 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.There may be less demand for our analytics, corporate solutions, market technology and risk and regulatory products and services if global economic conditions weaken. 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 industries we operate in are highly competitive.We face significant competition in our Capital Access Platforms, Financial Technology and Market Services segments from other market participants. We face intense competition from other exchanges and markets for market share of trading activity and listings. This competition includes both product and price competition.The liberalization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense. 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 participants in the European Union that compete with our European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense 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. Our Capital Access Platforms segment may be significantly affected by global economic conditions. Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of 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. There may be less demand for our analytics, corporate solutions, market technology and risk and regulatory products and services if global economic conditions weaken. 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. --- ## New in Current Filing: A downgrade of our credit rating could increase the cost of our funding from the capital markets. Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings. --- ## New in Current Filing: Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations. We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. --- ## New in Current Filing: Total Quarter Ended December 31, 2024 In the preceding table: •N/A - Not applicable. •See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. 34 34 34 --- ## New in Current Filing: Year Ended December 31, S&P 500 GICS 4020 Index The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2019 and the reinvestment of all dividends. --- ## New in Current Filing: EXECUTIVE OVERVIEW Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. 2024 Highlights•Throughout 2024, Nasdaq substantially completed the integration of AxiomSL and Calypso. •In 2024, our Financial Technology segment delivered more than 10% ARR growth, reflecting an increase in new clients, cross-sells and upsells. •Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised.•In 2024, Nasdaq achieved an 82% win rate among Nasdaq-eligible IPOs in the U.S., representing 180 deals and $23 billion in total proceeds raised.•In 2024, our Index business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion as of December 31, 2024. In addition, the Index business launched a record 116 new products with its clients.•In 2024, our Market Services segment achieved record net revenue. The Closing Cross set full year records in both share volume and notional value traded.Macroeconomic environmentOur business performance can be positively or negatively impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in 2024 as compared to 2023 has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices. In our corporate solutions business, we managed through market challenges, as corporate buying cycles remained elongated throughout the year. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See "Part I, Item 1A. Risk Factors" for further discussion. --- ## New in Current Filing: 2024 Highlights •Throughout 2024, Nasdaq substantially completed the integration of AxiomSL and Calypso. •In 2024, our Financial Technology segment delivered more than 10% ARR growth, reflecting an increase in new clients, cross-sells and upsells. •Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised. •In 2024, Nasdaq achieved an 82% win rate among Nasdaq-eligible IPOs in the U.S., representing 180 deals and $23 billion in total proceeds raised. •In 2024, our Index business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion as of December 31, 2024. In addition, the Index business launched a record 116 new products with its clients. •In 2024, our Market Services segment achieved record net revenue. The Closing Cross set full year records in both share volume and notional value traded. --- ## New in Current Filing: 2024 vs. 2023 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## New in Current Filing: Year Ended December 31, S&P 500 GICS 4020 Index The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2019 and the reinvestment of all dividends. --- ## New in Current Filing: 2024 vs. 2023 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## New in Current Filing: Year Ended December 31 Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings. 39 39 39 Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment.Capital Markets Technology RevenuesThe following table presents key drivers for our Capital Markets Technology business:As of or Year Ended December 31202420232022(in millions)ARR $868 $799 $499 Quarterly annualized SaaS revenues134 108 39 Capital Markets Technology revenues increased in 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by higher trade management services revenues mainly driven by demand for additional colocation and connectivity services following our recent data center expansion and higher market technology license and support revenues, partially offset by lower market technology professional services revenue due to a large project delivery in the comparable period in 2023.Market ServicesThe following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Market Services $3,771 $3,156 $3,632 20.9 %(13.4)%Transaction-based expenses:Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total Market Services, net$1,020 $987 $988 3.4 %(0.1)%The following table presents net revenues by product from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)U.S. Equity Derivative Trading$395 $374 $371 5.7 %0.7 %Cash Equity Trading430 397 397 8.3 % - %U.S. Tape plans125 141 149 (11.5)%(5.4)%Other70 75 71 (6.2)%4.6 %Total Market Services, net$1,020 $987 $988 3.4 %(0.1)% Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment. --- ## New in Current Filing: Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 As of or --- ## New in Current Filing: Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Year Ended December 31202420232022(in millions)ARR $868 $799 $499 Quarterly annualized SaaS revenues134 108 39 As of or --- ## New in Current Filing: 2024 vs. 2023 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## New in Current Filing: Operating Expenses The following table presents our operating expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Compensation and benefits$1,324 $1,082 $1,003 22.4%7.9%Professional and contract services152 128 140 18.4%(8.6)%Technology and communication infrastructure281 233 207 20.9%12.7%Occupancy112 129 104 (12.9)%23.7%General, administrative and other109 113 125 (3.6)%(9.8)%Marketing and advertising54 47 51 16.4%(8.8)%Depreciation and amortization613 323 258 89.3%25.5%Regulatory55 34 33 60.8%4.4%Merger and strategic initiatives35 148 82 (76.5)%79.7%Restructuring charges116 80 15 44.3%454.5%Total operating expenses$2,851 $2,317 $2,018 23.0%14.9% --- ## New in Current Filing: 2023 vs. 2022 The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation.Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza.Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023.Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation. Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza. Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023. Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition. Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. 43 43 43 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements.Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. 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. 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. For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. --- ## New in Current Filing: Year Ended December 31, S&P 500 GICS 4020 Index The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2019 and the reinvestment of all dividends. --- ## New in Current Filing: 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 December 31, 2024, our cash and cash equivalents of $592 million were primarily invested in money market funds, commercial paper and bank deposits. --- ## New in Current Filing: Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $181 million as of December 31, 2024 and $236 million as of December 31, 2023. The remaining balance held in the U.S. totaled $411 million as of December 31, 2024 and $217 million as of December 31, 2023. Cash Flow Analysis The following table summarizes the changes in cash flows: Year Ended December 31, 202420232022Net cash provided by (used in):(in millions)Operating activities$1,939 $1,696 $1,706 Investing activities(953)(5,994)49 Financing activities(2,561)4,220 1,036 Net Cash Provided by Operating ActivitiesNet cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, 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 increased $243 million for the year ended December 31, 2024 compared with the same period in 2023. The increase was primarily driven by an increase in net income and the impact of certain non-cash items on net income, primarily an increase in amortization expense due to acquired intangibles related to the Adenza acquisitions offset by a decrease in deferred income tax liabilities. The changes in our operating assets and liabilities primarily included higher Section 31 fees payable to the SEC due to changes in Section 31 fee rate between periods, partially offset by 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, and higher cash outflows from higher receivables, net, primarily due to higher Market Services receivables driven by higher Section 31 fee rate as well as higher billings. Net Cash Used in Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2024 related to net purchases of investments related to default funds and margin deposits of $707 million, purchases of property and equipment of $207 million, other investing activities primarily related to our corporate venture program of $32 million and net purchases of trading securities, net, of $7 million.Net cash used in investing activities for the year ended December 31, 2023 related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sale and redemption of trading securities, net of $7 million. --- ## New in Current Filing: Net Cash Provided by Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, 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 increased $243 million for the year ended December 31, 2024 compared with the same period in 2023. The increase was primarily driven by an increase in net income and the impact of certain non-cash items on net income, primarily an increase in amortization expense due to acquired intangibles related to the Adenza acquisitions offset by a decrease in deferred income tax liabilities. The changes in our operating assets and liabilities primarily included higher Section 31 fees payable to the SEC due to changes in Section 31 fee rate between periods, partially offset by 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, and higher cash outflows from higher receivables, net, primarily due to higher Market Services receivables driven by higher Section 31 fee rate as well as higher billings. --- ## New in Current Filing: Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities for the year ended December 31, 2024 primarily related to a decrease in default funds and margin deposits of $1,030 million, dividend payments to our shareholders of $541 million, 2023 Term Loan repayment of $340 million, net repayments of our commercial paper of $291 million, repayments of debt and credit commitments of $181 million and repurchases of common stock of $145 million. Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million in proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs partially offset by dividend payments to our shareholders of $441 million, repayments of our commercial paper, net of $371 million, repurchases of common stock of $269 million and partial repayment of the 2023 Term Loan of $260 million. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations. See "Share Repurchase Program," and "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. --- ## New in Current Filing: Financial Investments Our financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. --- ## New in Current Filing: 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 December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. --- ## New in Current Filing: 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 December 31, 2024, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets. --- ## New in Current Filing: Share Repurchase Program See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. 33 33 33 Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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:PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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:PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. --- ## New in Current Filing: Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 20242023First quarter$0.22 $0.20 Second quarter0.24 0.22 Third quarter0.24 0.22 Fourth quarter0.24 0.22 Total$0.94 $0.86 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends. 49 49 49 --- ## New in Current Filing: OFF-BALANCE SHEET ARRANGEMENTS For discussion of off-balance sheet arrangements see: • Note 15, "Clearing Operations," to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and • Note 18, "Commitments, Contingencies and Guarantees," to the consolidated financial statements for further discussion of: ◦Guarantees issued and credit facilities available; ◦Other guarantees; and ◦Routing brokerage activities. --- ## New in Current Filing: Interest Rate Risk We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. Substantially all of our debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate swap agreements to manage that risk. --- ## New in Current Filing: Financial Investments Our financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. --- ## New in Current Filing: Debt Obligations The debt obligations, by contractual maturity, at December 31, 2024 are as follows (in U.S. Dollar millions): n Euro Notes n U.S. Notes In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes.For the year ended December 31, 2024, the weighted average interest rate on our debt obligations was approximately 3.95%. 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 $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.Financing of the Adenza AcquisitionIn 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, which was used towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023. The term loan was fully repaid in 2024.As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTSNasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of December 31, 2024, and the estimated timing thereof. In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes.For the year ended December 31, 2024, the weighted average interest rate on our debt obligations was approximately 3.95%. 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 $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.Financing of the Adenza AcquisitionIn 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 the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes. For the year ended December 31, 2024, the weighted average interest rate on our debt obligations was approximately 3.95%. 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 $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized. --- ## New in Current Filing: Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates. Calypso and AxiomSL on-premises license revenue recognitionDescription of the MatterAs described in Note 2 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user.Auditing the Company's initial identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premise license agreements required complex judgment. --- ## New in Current Filing: Calypso and AxiomSL on-premises license revenue recognition As described in Note 2 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user. Auditing the Company's initial identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premise license agreements required complex judgment. F-2 F-2 F-2 How We Addressed the Matter in Our AuditWe obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products.To test the Company's judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company's AxiomSL and Calypso service offerings and evaluating management's conclusions regarding which were distinct. We involved subject matter resources to assist in testing management's identification of performance obligations and determining timing over which they are satisfied. We read a sample of executed contracts to assess management's evaluation of significant terms, including the determination of distinct performance obligations./s/ Ernst & Young LLP We have served as the Company's auditor since 1986. New York, New YorkFebruary 21, 2025 How We Addressed the Matter in Our AuditWe obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products.To test the Company's judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company's AxiomSL and Calypso service offerings and evaluating management's conclusions regarding which were distinct. We involved subject matter resources to assist in testing management's identification of performance obligations and determining timing over which they are satisfied. We read a sample of executed contracts to assess management's evaluation of significant terms, including the determination of distinct performance obligations./s/ Ernst & Young LLP We have served as the Company's auditor since 1986. New York, New YorkFebruary 21, 2025 How We Addressed the Matter in Our AuditWe obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products.To test the Company's judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company's AxiomSL and Calypso service offerings and evaluating management's conclusions regarding which were distinct. We involved subject matter resources to assist in testing management's identification of performance obligations and determining timing over which they are satisfied. We read a sample of executed contracts to assess management's evaluation of significant terms, including the determination of distinct performance obligations. We obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products. To test the Company's judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company's AxiomSL and Calypso service offerings and evaluating management's conclusions regarding which were distinct. We involved subject matter resources to assist in testing management's identification of performance obligations and determining timing over which they are satisfied. We read a sample of executed contracts to assess management's evaluation of significant terms, including the determination of distinct performance obligations. /s/ Ernst & Young LLP We have served as the Company's auditor since 1986. New York, New York February 21, 2025 F-3 F-3 F-3 --- ## New in Current Filing: Investments Purchases and sales of investment securities are recognized on settlement date. --- ## New in Current Filing: Equity Securities Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income (loss) in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on the share price from the investee's latest financing round, the performance of the investee in relation to its own operating targets, the investee's liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the period the impairment occurs. See Note 6, "Investments," for further discussion of our equity securities. For the years ended December 31, 2024, 2023 and 2022, no material adjustments were made to the carrying value of our equity securities. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. --- ## New in Current Filing: Equity Method Investments In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs. See Note 6, "Investments," for further discussion of our equity method investments.No material impairments were recorded to reduce the carrying value of our equity method investments in 2024, 2023 or 2022.Derivative Financial Instruments and Hedging ActivitiesNon-Designated DerivativesWe use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure.As of December 31, 2024 and 2023, the fair value of our derivative instruments were immaterial.Derivatives designated as cash flow hedgesWe enter into foreign currency contracts and designate them as cash flow hedges to manage forecasted foreign currency revenue and expenses. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on the hedged transactions. The change in fair value of these contracts is recorded, net of tax, in accumulated other comprehensive loss in the Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue or foreign currency expense to revenue or operating expense, as applicable.As of December 31, 2024 and 2023, the fair value of our derivative instruments designated as cash flow hedges were immaterial. Net Investment HedgesNet assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of these notes into U.S. dollars is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. See "Net Investment Hedge" of Note 9, "Debt Obligations," for further discussion. "Investments," for further discussion of our equity method investments. No material impairments were recorded to reduce the carrying value of our equity method investments in 2024, 2023 or 2022. --- ## New in Current Filing: Non-Designated Derivatives We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2024 and 2023, the fair value of our derivative instruments were immaterial. --- ## New in Current Filing: Derivatives designated as cash flow hedges We enter into foreign currency contracts and designate them as cash flow hedges to manage forecasted foreign currency revenue and expenses. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on the hedged transactions. The change in fair value of these contracts is recorded, net of tax, in accumulated other comprehensive loss in the Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue or foreign currency expense to revenue or operating expense, as applicable. As of December 31, 2024 and 2023, the fair value of our derivative instruments designated as cash flow hedges were immaterial. --- ## New in Current Filing: Other Revenues For the years ended December 31, 2024, 2023 and 2022, 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. In January 2025, we entered into a new agreement to transfer existing open positions in our Nordic power derivatives trading and clearing business to a European exchange. The completion of this transaction is subject to customary regulatory approvals. Revenues from this business will continue to be reflected in Other revenues. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments. For the years ended December 31, 2023 and 2022, Other revenues also include revenues related to a transitional services agreement associated with a divested business. For the year ended December 31, 2022, Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services and Capital Access Platforms segments. EXPENSES --- ## New in Current Filing: Pro Forma Results and Acquisition-Related Costs From the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income. Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income. --- ## New in Current Filing: 9. DEBT OBLIGATIONS The following table presents the changes in the carrying amounts of our debt obligations during the year ended December 31, 2024: December 31, 2023AdditionsPayments,ForeignCurrencyTranslationandAccretionDecember 31, 2024Short-term debt:Commercial paper$291 $997 $(1,288)$ - 2025 Notes497 - (98)399 Total short-term debt$788 $997 $(1,386)$399 Long-term debt - senior unsecured notes:2026 Notes499 - - 499 2028 Notes991 - (56)935 2029 Notes658 - (40)618 2030 Notes658 - (41)617 2031 Notes645 - - 645 2032 Notes819 - (50)769 2033 Notes674 - (41)633 2034 Notes1,239 - (19)1,220 2040 Notes644 - - 644 2050 Notes487 - - 487 2052 Notes541 - - 541 2053 Notes738 - - 738 2063 Notes738 - - 738 2023 Term Loan339 - (339) - 2022 Revolving Credit Facility(4) - 1 (3)Total long-term debt$9,666 $ - $(585)$9,081 Total debt obligations$10,454 $997 $(1,971)$9,480 Additions Payments, Foreign Currency --- ## New in Current Filing: Translation and Accretion 2025 Notes 2026 Notes 2028 Notes 2029 Notes 2030 Notes 2031 Notes 2032 Notes 2033 Notes 2034 Notes 2040 Notes 2050 Notes 2052 Notes 2053 Notes 2063 Notes 2023 Term Loan Refer to "About this Form 10-K" for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above. Euro Notes are denominated in Euro. Additionally, the 2025 Notes were reclassified to short-term debt as of December 31, 2024, including the balance as of December 31, 2023, for presentation purposes. --- ## No Match in Current: Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Our indebtedness as of December 31, 2023 was $10.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program. Our leverage and reliance on the capital markets could: •reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; •increase our exposure to a continued downturn in general economic conditions; •place us at a competitive disadvantage compared with our competitors with less debt; •affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and •increase our cost of debt and reduce or eliminate our ability to issue commercial paper. In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding. --- ## No Match in Current: Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures, on our website, in our filings with the SEC and elsewhere. These initiatives, goals, or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. We could fail to achieve, or be perceived to fail to achieve, these initiatives, goals, or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our ESG-related disclosures. Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. --- ## No Match in Current: COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and Peer Groups The prior peer group, collectively referred to as the 2022 Peer Group, was comprised of the following companies: 2022 Peer Group•ASX Limited•Deutsche Börse AG•LSE •B3 S.A.•Euronext N.V.•Singapore Exchange Limited•Bolsas Mexicana de Valores, S.A.B. de C.V.•Hong Kong Exchanges and Clearing Limited•TMX Group Limited•Cboe•ICE•CME Group Inc.•Japan Exchange Group, Inc. --- ## No Match in Current: Year Ended December 31, *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The Nasdaq Stock Market - operating companies The Nasdaq Stock Market - SPACs --- ## No Match in Current: TTM change in period end ETP AUM tracking Nasdaq indices (in billions) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Quarterly average ETP AUM tracking Nasdaq indices (in billions) In the table above, TTM represents trailing twelve months. Index revenues increased in 2023 compared with 2022 primarily due to higher AUM in exchange traded products linked to Nasdaq indices. --- ## No Match in Current: 2022 vs. 2021 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. --- ## No Match in Current: 2022 vs. 2021 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. --- ## No Match in Current: 2022 vs. 2021 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. --- ## No Match in Current: Operating Expenses *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The following table presents our operating expenses: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Compensation and benefits$1,082 $1,003 $938 7.9%6.9%Professional and contract services128 140 144 (8.6)%(2.8)%Computer operations and data communications233 207 186 12.6%11.3%Occupancy129 104 109 24.0%(4.6)%General, administrative and other113 125 85 (9.6)%47.1%Marketing and advertising47 51 57 (7.8)%(10.5)%Depreciation and amortization323 258 278 25.2%(7.2)%Regulatory34 33 64 3.0%(48.4)%Merger and strategic initiatives148 82 87 80.5%(5.7)%Restructuring charges80 15 31 433.3%(51.6)%Total operating expenses$2,317 $2,018 $1,979 14.8%2.0% --- ## No Match in Current: 2022 vs. 2021 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. --- ## No Match in Current: Equity and dividends *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Share Repurchase Program See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. 48 48 48 Cash Dividends on Common StockThe following table presents our quarterly cash dividends paid per common share on our outstanding common stock:20232022First quarter$0.20 $0.18 Second quarter0.22 0.20 Third quarter0.22 0.20 Fourth quarter0.22 0.20 Total$0.86 $0.78 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends. Debt ObligationsThe following table summarizes our debt obligations by contractual maturity: Maturity DateDecember 31, 2023December 31, 2022 (in millions)Short-term debt:Commercial paper$291 $664 Total short-term debt$291 $664 Long-term debt - senior unsecured notes:2025 NotesJune 2025497 - 2026 NotesJune 2026499 498 2028 NotesJune 2028991 - 2029 NotesMarch 2029658 637 2030 NotesFebruary 2030658 637 2031 NotesJanuary 2031645 644 2032 NotesFebruary 2032819 - 2033 NotesJuly 2033674 653 2034 NotesFebruary 20341,239 - 2040 NotesDecember 2040644 644 2050 NotesApril 2050487 486 2052 NotesMarch 2052541 541 2053 NotesAugust 2053738 - 2063 NotesJune 2063738 - 2023 Term LoanNovember 2026339 - 2022 Revolving Credit FacilityDecember 2027(4)(5)Total long-term debt$10,163 $4,735 Total debt obligations$10,454 $5,399 For the year ended December 31, 2023, the weighted average interest rate on our debt obligations was approximately 3.5%. 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 December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. 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 for one subsidiary. These European credit facilities, which are available in multiple currencies, totaled $191 million as of December 31, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized.Financing of the Adenza AcquisitionIn 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. During the second half of 2023, we incurred an additional $6 million in debt issuance costs, for a total net proceeds from the issuance of the six series of notes of $5,010 million as of December 31, 2023. 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. Under the 2023 Term Loan, borrowings bear interest on the principal amount outstanding at a variable interest rate based on the SOFR plus an applicable margin that varies with Nasdaq's debt rating. 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. We made a partial repayment during the fourth quarter of $260 million. As of December 31, 2023, we had $339 million outstanding under this term loan.As of December 31, 2023, we were in compliance with the covenants of all of our debt obligations.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations. Cash Dividends on Common StockThe following table presents our quarterly cash dividends paid per common share on our outstanding common stock:20232022First quarter$0.20 $0.18 Second quarter0.22 0.20 Third quarter0.22 0.20 Fourth quarter0.22 0.20 Total$0.86 $0.78 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends. Debt ObligationsThe following table summarizes our debt obligations by contractual maturity: Maturity DateDecember 31, 2023December 31, 2022 (in millions)Short-term debt:Commercial paper$291 $664 Total short-term debt$291 $664 Long-term debt - senior unsecured notes:2025 NotesJune 2025497 - 2026 NotesJune 2026499 498 2028 NotesJune 2028991 - 2029 NotesMarch 2029658 637 2030 NotesFebruary 2030658 637 2031 NotesJanuary 2031645 644 2032 NotesFebruary 2032819 - 2033 NotesJuly 2033674 653 2034 NotesFebruary 20341,239 - 2040 NotesDecember 2040644 644 2050 NotesApril 2050487 486 2052 NotesMarch 2052541 541 2053 NotesAugust 2053738 - 2063 NotesJune 2063738 - 2023 Term LoanNovember 2026339 - 2022 Revolving Credit FacilityDecember 2027(4)(5)Total long-term debt$10,163 $4,735 Total debt obligations$10,454 $5,399 Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 20232022First quarter$0.20 $0.18 Second quarter0.22 0.20 Third quarter0.22 0.20 Fourth quarter0.22 0.20 Total$0.86 $0.78 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends. --- ## No Match in Current: Debt Obligations *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The following table summarizes our debt obligations by contractual maturity: Maturity DateDecember 31, 2023December 31, 2022 (in millions)Short-term debt:Commercial paper$291 $664 Total short-term debt$291 $664 Long-term debt - senior unsecured notes:2025 NotesJune 2025497 - 2026 NotesJune 2026499 498 2028 NotesJune 2028991 - 2029 NotesMarch 2029658 637 2030 NotesFebruary 2030658 637 2031 NotesJanuary 2031645 644 2032 NotesFebruary 2032819 - 2033 NotesJuly 2033674 653 2034 NotesFebruary 20341,239 - 2040 NotesDecember 2040644 644 2050 NotesApril 2050487 486 2052 NotesMarch 2052541 541 2053 NotesAugust 2053738 - 2063 NotesJune 2063738 - 2023 Term LoanNovember 2026339 - 2022 Revolving Credit FacilityDecember 2027(4)(5)Total long-term debt$10,163 $4,735 Total debt obligations$10,454 $5,399 --- ## No Match in Current: Long-term debt - senior unsecured notes: *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 2025 Notes June 2025 2026 Notes 2028 Notes June 2028 2032 Notes 2034 Notes 2023 Term Loan November 2026 2022 Revolving Credit Facility --- ## No Match in Current: Critical Audit Matter *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 disclosures to which it relates. F-2 F-2 F-2 Accounting for the Acquisition of AdenzaDescription of the MatterAs described in Note 4 to the consolidated financial statements, during 2023 the Company completed its acquisition of Adenza, which was accounted for as a business combination for total purchase consideration of $5,750 million in cash consideration (subject to customary post-closing adjustments) and the issuance of 85,608,414 shares of Nasdaq common stock at a price of $48.71 per share. The transaction resulted in the recognition of $5,933 million of goodwill and $5,050 million of intangible assets. Intangible assets consisted of customer relationships of $3,740 million, technology of $950 million and trade names of $360 million.Auditing the Company's accounting for its acquisition of Adenza was complex due to the significant estimation uncertainty in the Company's determination of the fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to certain underlying assumptions. The Company used the income approach, specifically the excess earnings method, to measure the fair value of the customer relationships intangible asset, and the significant assumptions used in estimating its fair value included customer attrition rate, revenue growth, EBITDA margin, and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions.How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes with respect to estimates that impact the accounting for the Adenza acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the customer relationships intangible asset, which encompassed testing controls over management's review of assumptions used in the valuation model.To test the estimated fair value of the customer relationship intangible asset, we performed audit procedures that included, among others, evaluating the Company's use of valuation methodologies, evaluating significant assumptions utilized by the Company, and evaluating the completeness and accuracy of the underlying data supporting those significant assumptions. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate, including testing the customer attrition rate, revenue growth, EBITDA margin that form the basis of the forecasted results, and the discount rate. Additionally, we compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company's disclosures included in Note 4 in relation to these acquisition matters./s/ Ernst & Young LLP We have served as the Company's auditor since 1986. New York, New YorkFebruary 21, 2024 Accounting for the Acquisition of AdenzaDescription of the MatterAs described in Note 4 to the consolidated financial statements, during 2023 the Company completed its acquisition of Adenza, which was accounted for as a business combination for total purchase consideration of $5,750 million in cash consideration (subject to customary post-closing adjustments) and the issuance of 85,608,414 shares of Nasdaq common stock at a price of $48.71 per share. The transaction resulted in the recognition of $5,933 million of goodwill and $5,050 million of intangible assets. Intangible assets consisted of customer relationships of $3,740 million, technology of $950 million and trade names of $360 million.Auditing the Company's accounting for its acquisition of Adenza was complex due to the significant estimation uncertainty in the Company's determination of the fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to certain underlying assumptions. The Company used the income approach, specifically the excess earnings method, to measure the fair value of the customer relationships intangible asset, and the significant assumptions used in estimating its fair value included customer attrition rate, revenue growth, EBITDA margin, and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. Accounting for the Acquisition of AdenzaDescription of the MatterAs described in Note 4 to the consolidated financial statements, during 2023 the Company completed its acquisition of Adenza, which was accounted for as a business combination for total purchase consideration of $5,750 million in cash consideration (subject to customary post-closing adjustments) and the issuance of 85,608,414 shares of Nasdaq common stock at a price of $48.71 per share. The transaction resulted in the recognition of $5,933 million of goodwill and $5,050 million of intangible assets. Intangible assets consisted of customer relationships of $3,740 million, technology of $950 million and trade names of $360 million.Auditing the Company's accounting for its acquisition of Adenza was complex due to the significant estimation uncertainty in the Company's determination of the fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to certain underlying assumptions. The Company used the income approach, specifically the excess earnings method, to measure the fair value of the customer relationships intangible asset, and the significant assumptions used in estimating its fair value included customer attrition rate, revenue growth, EBITDA margin, and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. --- ## No Match in Current: Accounting for the Acquisition of Adenza *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* As described in Note 4 to the consolidated financial statements, during 2023 the Company completed its acquisition of Adenza, which was accounted for as a business combination for total purchase consideration of $5,750 million in cash consideration (subject to customary post-closing adjustments) and the issuance of 85,608,414 shares of Nasdaq common stock at a price of $48.71 per share. The transaction resulted in the recognition of $5,933 million of goodwill and $5,050 million of intangible assets. Intangible assets consisted of customer relationships of $3,740 million, technology of $950 million and trade names of $360 million. Auditing the Company's accounting for its acquisition of Adenza was complex due to the significant estimation uncertainty in the Company's determination of the fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to certain underlying assumptions. The Company used the income approach, specifically the excess earnings method, to measure the fair value of the customer relationships intangible asset, and the significant assumptions used in estimating its fair value included customer attrition rate, revenue growth, EBITDA margin, and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes with respect to estimates that impact the accounting for the Adenza acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the customer relationships intangible asset, which encompassed testing controls over management's review of assumptions used in the valuation model.To test the estimated fair value of the customer relationship intangible asset, we performed audit procedures that included, among others, evaluating the Company's use of valuation methodologies, evaluating significant assumptions utilized by the Company, and evaluating the completeness and accuracy of the underlying data supporting those significant assumptions. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate, including testing the customer attrition rate, revenue growth, EBITDA margin that form the basis of the forecasted results, and the discount rate. Additionally, we compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company's disclosures included in Note 4 in relation to these acquisition matters./s/ Ernst & Young LLP We have served as the Company's auditor since 1986. New York, New YorkFebruary 21, 2024 How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes with respect to estimates that impact the accounting for the Adenza acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the customer relationships intangible asset, which encompassed testing controls over management's review of assumptions used in the valuation model.To test the estimated fair value of the customer relationship intangible asset, we performed audit procedures that included, among others, evaluating the Company's use of valuation methodologies, evaluating significant assumptions utilized by the Company, and evaluating the completeness and accuracy of the underlying data supporting those significant assumptions. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate, including testing the customer attrition rate, revenue growth, EBITDA margin that form the basis of the forecasted results, and the discount rate. Additionally, we compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company's disclosures included in Note 4 in relation to these acquisition matters. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes with respect to estimates that impact the accounting for the Adenza acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the customer relationships intangible asset, which encompassed testing controls over management's review of assumptions used in the valuation model. To test the estimated fair value of the customer relationship intangible asset, we performed audit procedures that included, among others, evaluating the Company's use of valuation methodologies, evaluating significant assumptions utilized by the Company, and evaluating the completeness and accuracy of the underlying data supporting those significant assumptions. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate, including testing the customer attrition rate, revenue growth, EBITDA margin that form the basis of the forecasted results, and the discount rate. Additionally, we compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business, and to the Company's budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company's disclosures included in Note 4 in relation to these acquisition matters. /s/ Ernst & Young LLP We have served as the Company's auditor since 1986. New York, New York February 21, 2024 F-3 F-3 F-3 --- ## No Match in Current: Net cash provided by (used in) investing activities *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Proceeds from (repayments of) commercial paper, net Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents Cash and cash equivalents, restricted cash and cash equivalents at beginning of period (1) Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 15, "Clearing Operations." Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 15, "Clearing Operations." See accompanying notes to consolidated financial statements. F-8 F-8 F-8 --- ## No Match in Current: Net Investment Hedges *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. Our 2029, 2030, 2032 and 2033 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of the 2029, 2030, 2032 and 2033 Notes into U.S. dollars is recorded in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets. See "Net Investment Hedge" of Note 9, "Debt Obligations," for further discussion. --- ## No Match in Current: Disaggregation of Revenue *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2023 and 2022: Year Ended December 31,202320222021(in millions)Capital Access PlatformsData & Listing Services$749 $727 $678 Index528 486 459 Workflow & Insights493 469 429 Financial TechnologyFinancial Crime Management Technology223 176 104 Regulatory Technology212 130 127 Capital Markets Technology664 558 541 Market Services, net987 988 1,005 Other revenues39 48 77 Revenues less transaction-based expenses$3,895 $3,582 $3,420 2021 Regulatory Technology Capital Markets Technology --- ## No Match in Current: (in millions) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Year Ended December 31, 202320222021Net income$1,057 $1,123 $1,187 Other comprehensive income (loss): Foreign currency translation gains (losses)39 (375)(176)Income tax benefit (expense)(1)18 (32)(42)Foreign currency translation, net57 (407)(218)Net unrealized gain from cash flow hedges2 - - Employee benefit plan adjustment gains (losses)11 5 (1)Employee benefit plan income tax provision(3)(2) - Employee benefit plan, net8 3 (1)Total other comprehensive income (loss), net of tax67 (404)(219)Comprehensive income1,124 719 968 Comprehensive loss attributable to noncontrolling interests2 2 - Comprehensive income attributable to Nasdaq$1,126 $721 $968 Other comprehensive income (loss): Foreign currency translation gains (losses) Income tax benefit (expense)(1) Net unrealized gain from cash flow hedges --- ## No Match in Current: 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Goodwill The following table presents the changes in goodwill by business segment during the year ended December 31, 2023: (in millions)Capital Access PlatformsBalance at December 31, 2022$4,178 Foreign currency translation adjustments36 Balance at December 31, 2023$4,214 Financial TechnologyBalance at December 31, 2022$1,933 Goodwill acquired5,933 Foreign currency translation adjustments7 Balance at December 31, 2023$7,873 Market ServicesBalance at December 31, 2022$1,988 Foreign currency translation adjustments37 Balance at December 31, 2023$2,025 TotalBalance at December 31, 2022$8,099 Goodwill acquired5,933 Foreign currency translation adjustments80 Balance at December 31, 2023$14,112 --- ## No Match in Current: 9. DEBT OBLIGATIONS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs: December 31, 2023December 31, 2022(in millions)Short-term debt:Commercial paper$291 $664 Long-term debt - senior unsecured notes:2025 Notes, $500 million, 5.650% notes due June 28, 2025497 - 2026 Notes, $500 million, 3.850% notes due June 30, 2026499 498 2028 Notes, $1 billion, 5.350% notes due June 28, 2028991 - 2029 Notes, €600 million, 1.75% notes due March 28, 2029658 637 2030 Notes, €600 million, 0.875% notes due February 13, 2030658 637 2031 Notes, $650 million, 1.650% notes due January 15, 2031645 644 2032 Notes, €750 million, 4.500% notes due February 15, 2032819 - 2033 Notes, €615 million, 0.900% notes due July 30, 2033674 653 2034 Notes $1.25 billion, 5.550% notes due February 15, 20341,239 - 2040 Notes, $650 million, 2.500% notes due December 21, 2040644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050487 486 2052 Notes, $550 million, 3.950% notes due March 7, 2052541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053738 - 2063 Notes, $750 million, 6.100% notes due June 28, 2063738 - 2023 Term Loan339 - 2022 Revolving Credit Facility(4)(5)Total long-term debt$10,163 $4,735 Total debt obligations$10,454 $5,399 2025 Notes, $500 million, 5.650% notes due June 28, 2025 2026 Notes, $500 million, 3.850% notes due June 30, 2026 2028 Notes, $1 billion, 5.350% notes due June 28, 2028 2029 Notes, €600 million, 1.75% notes due March 28, 2029 2030 Notes, €600 million, 0.875% notes due February 13, 2030 2031 Notes, $650 million, 1.650% notes due January 15, 2031 2032 Notes, €750 million, 4.500% notes due February 15, 2032 2033 Notes, €615 million, 0.900% notes due July 30, 2033 2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 2040 Notes, $650 million, 2.500% notes due December 21, 2040 2050 Notes, $500 million, 3.250% notes due April 28, 2050 2052 Notes, $550 million, 3.950% notes due March 7, 2052 2053 Notes, $750 million, 5.950% notes due August 15, 2053 2063 Notes, $750 million, 6.100% notes due June 28, 2063 2023 Term Loan 2022 Revolving Credit Facility --- ## Modified: Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively. **Key changes:** - Reworded sentence: "Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources." - Reworded sentence: "Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:•economic, political and geopolitical market conditions;•natural disasters, terrorism, pandemics, war or other catastrophes;•broad trends in finance and technology;•changes in price levels and volatility in the stock markets;•the level and volatility of interest rates;•volatility in commodity markets, including the energy markets;•inflation;•disruptions or delays in our supply chains;•changes in government monetary or tax policy;•the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and•the perceived attractiveness of the U.S." - Added sentence: "Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.GENERAL RISK FACTORSWe are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries' ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements." - Added sentence: "Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:•economic, political and geopolitical market conditions;•natural disasters, terrorism, pandemics, war or other catastrophes;•broad trends in finance and technology;•changes in price levels and volatility in the stock markets;•the level and volatility of interest rates;•volatility in commodity markets, including the energy markets;•inflation;•disruptions or delays in our supply chains;•changes in government monetary or tax policy; Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property." - Added sentence: "Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention." **Prior (2024):** To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources.Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.GENERAL RISK FACTORSWe are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries' ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:•economic, political and geopolitical market conditions;•natural disasters, terrorism, pandemics, war or other catastrophes;•broad trends in finance and technology;•changes in price levels and volatility in the stock markets;•the level and volatility of interest rates;•volatility in commodity markets, including the energy markets;•inflation;•disruptions or delays in our supply chains; our intellectual property rights could result in the expenditure of significant financial and managerial resources. Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results. **Current (2025):** To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources. 28 28 28 Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.GENERAL RISK FACTORSWe are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries' ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:•economic, political and geopolitical market conditions;•natural disasters, terrorism, pandemics, war or other catastrophes;•broad trends in finance and technology;•changes in price levels and volatility in the stock markets;•the level and volatility of interest rates;•volatility in commodity markets, including the energy markets;•inflation;•disruptions or delays in our supply chains;•changes in government monetary or tax policy;•the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and•the perceived attractiveness of the U.S. or European capital markets.Any one of these factors could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes or values.Additionally, since borrowings under our credit facilities bear interest at variable rates and commercial paper is issued at prevailing interest rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings. Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenue fluctuations on our operating results. As a result, a decline in our revenue may lead to a relatively larger impact on operating results. A substantial portion of our operating expenses is related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Our operating expense levels are based on our expectations for future revenue. If actual revenue is below management's expectations, or if our expenses increase before revenues do, both revenues less transaction-based expenses and operating results would be materially and adversely affected. Because of these factors, it is possible that our operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of our common stock may be adversely affected.Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage.We have instituted extensive controls to reduce the risk of error inherent in our operations; however, such risk cannot completely be eliminated. Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets. Some of our operations require complex processes, and the introduction of new products or services or changes in processes or reporting due to regulatory requirements may result in an increased risk of errors for a period after implementation. Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.GENERAL RISK FACTORSWe are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries' ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:•economic, political and geopolitical market conditions;•natural disasters, terrorism, pandemics, war or other catastrophes;•broad trends in finance and technology;•changes in price levels and volatility in the stock markets;•the level and volatility of interest rates;•volatility in commodity markets, including the energy markets;•inflation;•disruptions or delays in our supply chains;•changes in government monetary or tax policy; Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results. --- ## Modified: Commercial Paper Program **Key changes:** - Removed sentence: "As of December 31, 2023, we had $291 million outstanding under the commercial paper program." - Reworded sentence: "As of December 31, 2024, the amounts in the table above reflect the aggregate principal amount, which is net of discount and debt issuance costs, which are being accreted and amortized through interest expense over the life of the applicable notes." - Reworded sentence: "In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes, and 2034 Notes.Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder's notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any." - Reworded sentence: "dollar senior unsecured notes coupon rates may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%." **Prior (2024):** Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See "2022 Revolving Credit Facility" below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. As of December 31, 2023, we had $291 million outstanding under the commercial paper program. Senior Unsecured NotesOur 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 2023, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes. The accretion of these costs was $10 million for the year ended December 31, 2023. Our Euro denominated notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder's notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. The 2029 Notes, 2030 Notes, 2032 Notes and 2033 Notes pay interest annually. All other notes pay interest semi-annually. The U.S senior unsecured notes coupon rates may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%. Net Investment HedgeOur Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss within Nasdaq's stockholders' equity in the Consolidated Balance Sheets. For the year ended December 31, 2023, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $70 million. **Current (2025):** Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See "2022 Revolving Credit Facility" below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. Senior Unsecured NotesOur 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 2024, the amounts in the table above reflect the aggregate principal amount, which is net of discount and debt issuance costs, which are being accreted and amortized through interest expense over the life of the applicable notes. The accretion of the discount and amortization of the debt issuance costs was $13 million for the year ended December 31, 2024. Our Euro Notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes, and 2034 Notes.Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder's notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. The Euro Notes pay interest annually. All other notes pay interest semi-annually. The U.S. dollar senior unsecured notes coupon rates may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%. Net Investment HedgeOur Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. For the year ended December 31, 2024, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $175 million. --- ## Modified: Receivables, net **Key changes:** - Reworded sentence: "Our receivables are concentrated with our customers which primarily include corporate clients, banks, investment managers, brokers, and exchange operators." - Added sentence: "The allowance is primarily based on an aging methodology." - Added sentence: "This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility." - Added sentence: "Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary.In circumstances where a specific customer's inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required." - Added sentence: "Accounts receivable are written-off against the allowance when collection efforts cease." **Prior (2024):** Our receivables are concentrated with our customers which primarily include corporate clients, investment managers, banks, brokers, and exchange operators. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries. The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary. In circumstances where a specific customer's inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer's ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $18 million as of December 31, 2023 and $15 million as of December 31, 2022. Any provision for bad debt or write-off recorded during the year was immaterial.InvestmentsPurchases and sales of investment securities are recognized on settlement date.Financial InvestmentsFinancial investments are comprised of trading securities bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income in the Consolidated Statements of Income.Fair value is generally obtained from third-party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See "Fair Value Measurements" below for further discussion of fair value measures.Equity SecuritiesInvestments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income in the Consolidated Statements of Income.Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and In circumstances where a specific customer's inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer's ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $18 million as of December 31, 2023 and $15 million as of December 31, 2022. Any provision for bad debt or write-off recorded during the year was immaterial. **Current (2025):** Our receivables are concentrated with our customers which primarily include corporate clients, banks, investment managers, brokers, and exchange operators. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries. The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary.In circumstances where a specific customer's inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer's ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $10 million as of December 31, 2024 and $18 million as of December 31, 2023. Any provision for bad debt or write-off recorded during the year was immaterial.InvestmentsPurchases and sales of investment securities are recognized on settlement date.Financial InvestmentsFinancial investments are comprised of trading securities bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income (loss) in the Consolidated Statements of Income.Fair value is generally obtained from third-party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See "Fair Value Measurements" below for further discussion of fair value measures. The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary. In circumstances where a specific customer's inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer's ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $10 million as of December 31, 2024 and $18 million as of December 31, 2023. Any provision for bad debt or write-off recorded during the year was immaterial. --- ## Modified: Share-Based Compensation **Key changes:** - Reworded sentence: "Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period." - Reworded sentence: "These two types of inputs create the following fair value hierarchy:•Level 1: Quoted prices for identical instruments in active markets.•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.•Level 3: Instruments whose significant value drivers are unobservable.This hierarchy requires the use of observable market data when available.See Note 14, "Fair Value of Financial Instruments," for further discussion.Tax MattersWe use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements." - Reworded sentence: "Recent Accounting DevelopmentsIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid." - Reworded sentence: "These two types of inputs create the following fair value hierarchy:•Level 1: Quoted prices for identical instruments in active markets.•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.•Level 3: Instruments whose significant value drivers are unobservable.This hierarchy requires the use of observable market data when available.See Note 14, "Fair Value of Financial Instruments," for further discussion." **Prior (2024):** Nasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment. Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled. F-18 F-18 F-18 Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income.See Note 11, "Share-Based Compensation," for further discussion of our share-based compensation plans.Merger and Strategic InitiativesWe incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs. Fair Value MeasurementsFair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq's market assumptions. These two types of inputs create the following fair value hierarchy:•Level 1 - Quoted prices for identical instruments in active markets.•Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.•Level 3 - Instruments whose significant value drivers are unobservable.This hierarchy requires the use of observable market data when available.See Note 14, "Fair Value of Financial Instruments," for further discussion.Tax MattersWe use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in our Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.Subsequent EventsWe have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. Recent Accounting DevelopmentsIn November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our Consolidated Financial Statements and disclosures. Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income.See Note 11, "Share-Based Compensation," for further discussion of our share-based compensation plans.Merger and Strategic InitiativesWe incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs. Fair Value MeasurementsFair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq's market assumptions. These two types of inputs create the following fair value hierarchy:•Level 1 - Quoted prices for identical instruments in active markets.•Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.•Level 3 - Instruments whose significant value drivers are unobservable.This hierarchy requires the use of observable market data when available.See Note 14, "Fair Value of Financial Instruments," for further discussion. Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income. See Note 11, "Share-Based Compensation," for further discussion of our share-based compensation plans. **Current (2025):** Nasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment. Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled. Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income. F-19 F-19 F-19 See Note 11, "Share-Based Compensation," for further discussion.Merger and Strategic InitiativesWe incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs and are expensed as incurred. Fair Value MeasurementsFair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq's market assumptions. These two types of inputs create the following fair value hierarchy:•Level 1: Quoted prices for identical instruments in active markets.•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.•Level 3: Instruments whose significant value drivers are unobservable.This hierarchy requires the use of observable market data when available.See Note 14, "Fair Value of Financial Instruments," for further discussion.Tax MattersWe use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in the Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.Subsequent EventsWe have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. Recent Accounting DevelopmentsIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid. The update is effective for annual periods beginning after December 15, 2024. This update should be applied prospectively, but entities have the option to apply it retrospectively. The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements. See Note 11, "Share-Based Compensation," for further discussion.Merger and Strategic InitiativesWe incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs and are expensed as incurred. Fair Value MeasurementsFair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq's market assumptions. These two types of inputs create the following fair value hierarchy:•Level 1: Quoted prices for identical instruments in active markets.•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.•Level 3: Instruments whose significant value drivers are unobservable.This hierarchy requires the use of observable market data when available.See Note 14, "Fair Value of Financial Instruments," for further discussion. See Note 11, "Share-Based Compensation," for further discussion. --- ## Modified: Property and Equipment, net **Key changes:** - Reworded sentence: "Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income." - Reworded sentence: "As of December 31, 2024, these leases have varying lease terms with remaining maturities ranging up to 12 years." - Reworded sentence: "We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a Leases At inception, we determine whether a contract is or contains a lease." - Reworded sentence: "As of December 31, 2024, these leases have varying lease terms with remaining maturities ranging up to 12 years." - Removed sentence: "See Note 16, "Leases," for further discussion.Goodwill and Indefinite-Lived Intangible AssetsGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired." **Prior (2024):** Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product's technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, included in other assets in our Consolidated Balance Sheets, and are amortized over the expected service F-12 F-12 F-12 period in the relevant expense category in the Consolidated Statements of Income.Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, or for internal use software, the fair value of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.See Note 7, "Property and Equipment, net," for further discussion.LeasesAt inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2023, these leases have varying lease terms with remaining maturities ranging up to 13 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred.We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, "Leases," for further discussion.Goodwill and Indefinite-Lived Intangible AssetsGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future. period in the relevant expense category in the Consolidated Statements of Income.Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, or for internal use software, the fair value of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.See Note 7, "Property and Equipment, net," for further discussion.LeasesAt inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2023, these leases have varying lease terms with remaining maturities ranging up to 13 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred.We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. period in the relevant expense category in the Consolidated Statements of Income. Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, or for internal use software, the fair value of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. See Note 7, "Property and Equipment, net," for further discussion. Leases At inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2023, these leases have varying lease terms with remaining maturities ranging up to 13 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, "Leases," for further discussion.Goodwill and Indefinite-Lived Intangible AssetsGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, "Leases," for further discussion. **Current (2025):** Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product's technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income. Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. For internal use software, an impairment charge is recognized when the carrying amount of the internal use software exceeds its fair value and is not recoverable. For software to be sold, leased, or marketed, the carrying amount of the software is compared to its net realizable value, which represents the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product. The amount by which the carrying amount exceeds the net realizable value shall be written off. Any required impairment loss is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. See Note 7, "Property and Equipment, net," for further discussion. LeasesAt inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2024, these leases have varying lease terms with remaining maturities ranging up to 12 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in the Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred.We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, "Leases," for further discussion.Goodwill and Indefinite-Lived Intangible AssetsGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a Leases At inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2024, these leases have varying lease terms with remaining maturities ranging up to 12 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in the Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, "Leases," for further discussion. --- ## Modified: The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers. **Key changes:** - Reworded sentence: "We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures." - Reworded sentence: "For example, we must continue to enhance our platforms and, where relevant, 19 19 19 our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected." - Reworded sentence: "Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results." - Reworded sentence: "Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others." - Reworded sentence: "Competition for key personnel in the various localities and business segments in which we operate is intense." **Prior (2024):** The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premise solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.Our artificial intelligence initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results. We are making significant investments in artificial intelligence, or AI, including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, investor relations and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of new or enhanced laws or regulations, for which compliance may be costly and burdensome or involve litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results.Failure to attract and retain key personnel may adversely affect our ability to conduct our business.Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results. **Current (2025):** The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms and, where relevant, 19 19 19 our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results. We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results.Failure to attract and retain key personnel may adversely affect our ability to conduct our business.Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all.Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds.We are subject to risks relating to our operation of a clearinghouse, including counterparty and liquidity risks, risk of defaults by clearing members and risks associated with adequacy of the customer margin and of default funds. Our clearinghouse operations expose us to counterparties with differing risk profiles. We may be adversely impacted by the financial distress or failure of a clearing member, which may cause us negative financial impact, reputational harm or regulatory consequences, including litigation or regulatory enforcement actions.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results. We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results. our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results. --- ## Modified: Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders. **Key changes:** - Removed sentence: "32 32 32 Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock." - Removed sentence: "In addition, such provisions could delay or prevent a change in control of us and entrench current management.Our organizational documents place restrictions on the voting rights of certain stockholders." - Removed sentence: "The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock." - Removed sentence: "Any change to the 5% voting limitation would require SEC approval.In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests." - Removed sentence: "SEC consent would be required before any investor could obtain more than a 20% voting interest in us." **Prior (2024):** Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq's board of directors. The board's determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. 32 32 32 Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management.Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval.In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC's approval of any business ventures with exchange members, subject to exceptions.Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management.Our certificate of incorporation and by-laws:•do not permit stockholders to act by written consent;•require certain advance notice for director nominations and actions to be taken at annual meetings; and•authorize the issuance of undesignated preferred stock, or "blank check" preferred stock, which could be issued by our board of directors without stockholder approval.Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a "business combination" with an "interested stockholder" for three years after the stockholder becomes an interested stockholder, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner.Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock.Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk management and strategyNasdaq'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 or shareholders, 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.Our risk management and mitigation approach includes the adoption of security controls and adaptive ongoing threat analysis. Our policies and our baseline security controls incorporate robust security infrastructure, risk-based controls and multi- layered defense systems. We have 16 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events. 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 analysis of our information security procedures, which include a review of program documentation and an overall maturity assessment of Nasdaq's information security programs. These advisors provide recommendations to further enhance our procedures. The findings are then presented to the Audit & Risk Committee of the Board of Directors, or the Audit & Risk Committee. In 2023, our management team and the Board of Directors conducted tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts. Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management.Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval.In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC's approval of any business ventures with exchange members, subject to exceptions.Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management.Our certificate of incorporation and by-laws:•do not permit stockholders to act by written consent;•require certain advance notice for director nominations and actions to be taken at annual meetings; and•authorize the issuance of undesignated preferred stock, or "blank check" preferred stock, which could be issued by our board of directors without stockholder approval.Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a "business combination" with an "interested stockholder" for three years after the stockholder becomes an interested stockholder, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner.Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. **Current (2025):** Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq's board of directors. The board's determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management.Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval.In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC's approval of any business ventures with exchange members, subject to exceptions.Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management.Our certificate of incorporation and by-laws:•do not permit stockholders to act by written consent;•require certain advance notice for director nominations and actions to be taken at annual meetings; and•authorize the issuance of undesignated preferred stock, or "blank check" preferred stock, which could be issued by our board of directors without stockholder approval.Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a "business combination" with an "interested stockholder" for three years after the stockholder becomes an interested stockholder, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner.Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. --- ## Modified: Financial Technology **Key changes:** - Reworded sentence: "Our Financial Technology segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses." - Reworded sentence: "Capital Markets Technology includes market technology, trade management services and Calypso solutions." - Reworded sentence: "Our trade management services provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee." - Reworded sentence: "Calypso is a leading platform providing cross-asset, front-to-back trading, treasury, risk and collateral management solutions." - Reworded sentence: "We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs." **Prior (2024):** Financial Technology comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions. Financial Crime Management Technology includes our Verafin solution, a cloud-based anti-financial crime management platform, which helps financial institutions detect, investigate, and report money laundering and financial fraud. F-9 F-9 F-9 Regulatory Technology comprises our surveillance solutions and AxiomSL. Our surveillance solutions are designed for brokers and other market participants to assist them in complying with market rules, regulations as well as regulators and exchanges for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL's platform supports compliance across a wide range of global and local regulations. Capital Markets Technology includes market technology, trade management services and Calypso. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. In June 2022, we completed the wind-down of our Nordic broker services business. Calypso is a leading provider of front-to-back technology solutions for the financial markets. The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth. Market ServicesOur Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, revenues from this business are reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation and Principles of ConsolidationThe consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity's operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See "Equity Method Investments," of Note 6, "Investments," for further discussion of our equity method investments.The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.Certain prior year amounts have been reclassified to conform to the current year presentation.Use of EstimatesIn preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.Foreign CurrencyForeign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income.Translation gains or losses resulting from translating our subsidiaries' financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. Regulatory Technology comprises our surveillance solutions and AxiomSL. Our surveillance solutions are designed for brokers and other market participants to assist them in complying with market rules, regulations as well as regulators and exchanges for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL's platform supports compliance across a wide range of global and local regulations. Capital Markets Technology includes market technology, trade management services and Calypso. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. In June 2022, we completed the wind-down of our Nordic broker services business. Calypso is a leading provider of front-to-back technology solutions for the financial markets. The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth. Market ServicesOur Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, revenues from this business are reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the Consolidated Statements of Income for all Regulatory Technology comprises our surveillance solutions and AxiomSL. Our surveillance solutions are designed for brokers and other market participants to assist them in complying with market rules, regulations as well as regulators and exchanges for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL's platform supports compliance across a wide range of global and local regulations. Capital Markets Technology includes market technology, trade management services and Calypso. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. In June 2022, we completed the wind-down of our Nordic broker services business. Calypso is a leading provider of front-to-back technology solutions for the financial markets. The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth. **Current (2025):** The following table presents revenues from our Financial Technology segment: Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 % --- ## Modified: Notes to Consolidated Financial Statements **Key changes:** - Reworded sentence: "We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.For further discussion of our businesses, see "Products and Services," of "Part I, Item 1." - Reworded sentence: "As of December 31, 2024, a total of 5,249 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges." - Reworded sentence: "The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.Our corporate solutions business serves both public and private companies and organizations through our Investor Relations Intelligence, Sustainability Solutions and Governance Solutions products." - Reworded sentence: "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." - Reworded sentence: "We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.For further discussion of our businesses, see "Products and Services," of "Part I, Item 1." **Prior (2024):** 1. ORGANIZATION AND NATURE OF OPERATIONSNasdaq 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. Following the acquisition of Adenza, we further refined the divisional structure into three business segments: Capital Access Platforms, Financial Technology and Market Services. For further discussion of our businesses, see "Products and Services," of "Part 1, Item 1. Business."Capital Access PlatformsOur Capital Access Platforms segment includes Data & Listing Services, Index and Workflow & Insights.Our Data business distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Listing Services business operates in the U.S. and Europe on a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. As of December 31, 2023, there were 4,044 total listings on The Nasdaq Stock Market, including 600 ETPs. The combined market capitalization was approximately $27.2 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,218 listed companies with a combined market capitalization of approximately $2.1 trillion.Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled options, futures and options on futures on our indices. As of December 31, 2023, 388 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $473 billion in AUM.Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.Through our Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.Our corporate solutions business includes our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consulting services. Financial TechnologyFinancial Technology comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions. Financial Crime Management Technology includes our Verafin solution, a cloud-based anti-financial crime management platform, which helps financial institutions detect, investigate, and report money laundering and financial fraud. 1. ORGANIZATION AND NATURE OF OPERATIONSNasdaq 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. Following the acquisition of Adenza, we further refined the divisional structure into three business segments: Capital Access Platforms, Financial Technology and Market Services. For further discussion of our businesses, see "Products and Services," of "Part 1, Item 1. Business."Capital Access PlatformsOur Capital Access Platforms segment includes Data & Listing Services, Index and Workflow & Insights.Our Data business distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Listing Services business operates in the U.S. and Europe on a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. As of December 31, 2023, there were 4,044 total listings on The Nasdaq Stock Market, including 600 ETPs. The combined market capitalization was approximately $27.2 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,218 listed companies with a combined market capitalization of approximately $2.1 trillion. **Current (2025):** 1. ORGANIZATION AND NATURE OF OPERATIONSNasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.For further discussion of our businesses, see "Products and Services," of "Part I, Item 1. Business."Capital Access PlatformsOur Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights.Our Data business distributes historical and real-time market data to sell-side customers, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance the transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Listing Services business operates listing platforms in the U.S. and Europe and provides multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. As of December 31, 2024, a total of 5,249 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of December 31, 2024, there were 4,075 total listings on The Nasdaq Stock Market, including 768 ETPs. The combined market capitalization in the U.S. was approximately $34.4 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,174 listed companies with a combined market capitalization of approximately $2.0 trillion.Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled futures, options and options on futures on our indices. As of December 31, 2024, 401 ETPs listed on 28 exchanges in over 20 countries tracked a Nasdaq index and accounted for $647 billion in AUM.Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.Our corporate solutions business serves both public and private companies and organizations through our Investor Relations Intelligence, Sustainability Solutions and Governance Solutions products. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving sustainability landscape through our suite of advanced technology, analytics, reporting and consulting services. Financial TechnologyOur Financial Technology segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses. Financial Crime Management Technology includes our Nasdaq Verafin solution, a cloud-based platform to help financial institutions detect, investigate, and report money laundering and financial fraud. 1. ORGANIZATION AND NATURE OF OPERATIONSNasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.For further discussion of our businesses, see "Products and Services," of "Part I, Item 1. Business."Capital Access PlatformsOur Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights.Our Data business distributes historical and real-time market data to sell-side customers, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance the transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Listing Services business operates listing platforms in the U.S. and Europe and provides multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. As of December 31, 2024, a total of 5,249 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of December 31, 2024, there were 4,075 total listings on The Nasdaq Stock Market, including 768 ETPs. The combined market capitalization in the U.S. was approximately $34.4 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,174 listed companies with a combined market capitalization of approximately $2.0 trillion. --- ## Modified: System limitations or failures could harm our business. **Key changes:** - Reworded sentence: "Our markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays." - Reworded sentence: "We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.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." - Reworded sentence: "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." - Reworded sentence: "Because a significant infrastructure to accommodate any increases in a timely manner." **Prior (2024):** Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. 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. Our markets and the markets that rely on our technology have experienced systems failures and delays in the past and we could experience future systems failures and delays. 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. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner. 19 19 19 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.We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products. 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 artificial intelligence for certain of our offerings. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments. 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, clients may delay purchases in anticipation of new products or enhancements. We may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated. 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.A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues.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. Because a significant percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is 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 trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition.If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected.Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. 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.Our role in the global marketplace positions us at greater risk for a cyberattack.Our systems and operations are vulnerable to damage or disruption from security breaches. Due to our adoption of a hybrid work environment, we have a broader and more distributed network footprint and increased reliance on the home networks of employees, and such remote work may cause heightened cybersecurity and operational risks. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. 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 from stolen data. Computer malware, such as viruses and worms, also continue to be a threat with ransomware increasingly being used by criminals to extort money. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.While we continue to employ and invest additional resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed. Any system issue, whether as a result of an intentional breach, collateral damage from a new virus or a non-malicious act, the use of artificial intelligence 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 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.We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products. 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 artificial intelligence for certain of our offerings. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments. 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, clients may delay purchases in anticipation of new products or enhancements. We may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated. 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.A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues.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. Because a significant percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is 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. **Current (2025):** Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. 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. Our markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays. 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. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.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.We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products. 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. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments. 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, clients may delay purchases in anticipation of new products or enhancements. We may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated. 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.A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues.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. Because a significant infrastructure to accommodate any increases in a timely manner. 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. --- ## Modified: Financial Investments **Key changes:** - Reworded sentence: "Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing." **Prior (2024):** Our financial investments totaled $188 million as of December 31, 2023 and $181 million as of December 31, 2022. Of these securities, $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. Regulatory Capital RequirementsClearing Operations Regulatory Capital RequirementsWe 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 December 31, 2023, our required regulatory capital of $123 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Broker-Dealer Net Capital RequirementsOur 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 December 31, 2023, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $27 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital RequirementsThe 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 December 31, 2023, our required regulatory capital of $37 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Other Capital RequirementsWe operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of December 31, 2023, other required regulatory capital of $16 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Equity and dividendsShare Repurchase ProgramSee "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. **Current (2025):** Our financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. --- ## Modified: Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us. **Key changes:** - Reworded sentence: "New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation." - Reworded sentence: "Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world." - Reworded sentence: "In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services." - Reworded sentence: "Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner." - Reworded sentence: "Various issues may give rise to reputational risk, including issues relating to:•our ability to maintain the security of our data and systems;•the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;•the representation of our business in the media;•the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures;•the accuracy of our financial guidance or other information provided to our investors;•the quality of our corporate governance structure;•the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability." **Prior (2024):** Our business operates certain systems that may be considered "critical infrastructure" under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance. 28 28 28 In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm Leach Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.Changes in tax laws, regulations or policies could result in us having to pay higher taxes, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services.Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries.RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATIONDamage to our reputation or brand name could have a material adverse effect on our businesses.One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to:•our ability to maintain the security of our data and systems;•the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;•the representation of our business in the media;•the accuracy of our financial statements, other financial and statistical information or ESG-related disclosures;•the accuracy of our financial guidance or other information provided to our investors;•the quality of our corporate governance structure;•the quality of our products the reliability of our solutions and the accuracy of our information and data offerings;•the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;•extreme price volatility on our markets;•any negative publicity surrounding our listed companies or our listing rules;•any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and•any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results.Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm Leach Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.Changes in tax laws, regulations or policies could result in us having to pay higher taxes, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services.Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries.RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATIONDamage to our reputation or brand name could have a material adverse effect on our businesses.One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to:•our ability to maintain the security of our data and systems;•the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;•the representation of our business in the media;•the accuracy of our financial statements, other financial and statistical information or ESG-related disclosures; In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm Leach Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. **Current (2025):** Our business operates certain systems that may be considered "critical infrastructure" under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance. In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services. Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S. citizen employees of U.S. companies may adversely affect our results of operations.Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries.RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATIONDamage to our reputation or brand name could have a material adverse effect on our businesses.One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to:•our ability to maintain the security of our data and systems;•the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;•the representation of our business in the media;•the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures;•the accuracy of our financial guidance or other information provided to our investors;•the quality of our corporate governance structure;•the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. --- ## Modified: Changes in tax laws, regulations or policies could have a material adverse effect on our financial results. **Key changes:** - Reworded sentence: "Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner." - Added sentence: "Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S." - Added sentence: "citizen employees of U.S." - Added sentence: "companies may adversely affect our results of operations." **Prior (2024):** Changes in tax laws, regulations or policies could result in us having to pay higher taxes, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services. Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries. **Current (2025):** Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services. Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S. citizen employees of U.S. companies may adversely affect our results of operations. Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries. --- ## Modified: We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. **Key changes:** - Reworded sentence: "We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against 20 20 20 experiencing financial losses from defaults by our counterparties on their obligations." - Reworded sentence: "Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient.We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.Nasdaq, as technology provider to the UTP Operating Committee, has implemented measures to enhance the resiliency of the existing processor system." - Reworded sentence: "A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues." - Reworded sentence: "The difficulties, costs and delays that could be encountered may include:•difficulties, costs or complications in combining the companies' operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms;•incompatibility of systems and operating methods;•reliance on, or provision of, transition services;•inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity;•difficulties of complying with government-imposed regulations in the U.S." **Prior (2024):** We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient. We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.Nasdaq, as technology provider to the UTP Operating Committee, has implemented measures to enhance the resiliency of the existing processor system. Nasdaq transferred the processor technology platform to our INET platform and this migration further enhanced the resiliency of the processor systems. However, if future outages occur or the processor systems fail to function properly while we are operating the systems, it could have an adverse effect on our business, reputation and financial condition.Stagnation or decline in the listings market could have an adverse effect on our revenues.The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. In 2023, we again experienced a decrease in new listings from IPOs, including SPACs, and an increase in delistings. A prolonged decrease in the number of listings, or failure of existing SPACs to successfully complete transactions with target companies and dissolve, could negatively impact the growth of our revenues. Our Corporate Solutions business is also impacted by declines in the listings market or increases in acquisitions activity as there may be fewer publicly-traded customers that need our products.RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:•difficulties, costs or complications in combining the companies' operations, including technology platforms, and security measures and infrastructure that may need greater remediation than anticipated, which could lead to us not achieving the synergies we anticipate or customers not renewing their contracts with us as we migrate platforms; We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. **Current (2025):** We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against 20 20 20 experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient.We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.Nasdaq, as technology provider to the UTP Operating Committee, has implemented measures to enhance the resiliency of the existing processor system. Nasdaq transferred the processor technology platform to our INET platform and this migration further enhanced the resiliency of the processor systems. However, if future outages occur or the processor systems fail to function properly while we are operating the systems, it could have an adverse effect on our business, reputation and financial condition.Stagnation or decline in the listings market could have an adverse effect on our revenues.The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues. Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products.RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:•difficulties, costs or complications in combining the companies' operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms;•incompatibility of systems and operating methods;•reliance on, or provision of, transition services;•inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity;•difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting;•resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;•the diversion of management's attention from ongoing business concerns and other strategic opportunities;•difficulties in operating businesses we have not operated before;•difficulties of integrating multiple acquired businesses simultaneously;•the retention of key employees and management;•the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;•the coordination of geographically separate organizations;•the coordination and consolidation of ongoing and future research and development efforts;•possible tax costs or inefficiencies associated with integrating the operations of a combined company;•the retention of strategic partners and attracting new strategic partners; and•negative impacts on employee morale and performance as a result of job changes and reassignments. experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient.We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.Nasdaq, as technology provider to the UTP Operating Committee, has implemented measures to enhance the resiliency of the existing processor system. Nasdaq transferred the processor technology platform to our INET platform and this migration further enhanced the resiliency of the processor systems. However, if future outages occur or the processor systems fail to function properly while we are operating the systems, it could have an adverse effect on our business, reputation and financial condition.Stagnation or decline in the listings market could have an adverse effect on our revenues.The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues. Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products. experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient. We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. --- ## Modified: Capital Access Platforms **Key changes:** - Reworded sentence: "Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights." - Reworded sentence: "As of December 31, 2024, a total of 5,249 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges." - Reworded sentence: "We also license cash-settled futures, options and options on futures on our indices." - Reworded sentence: "The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.Our corporate solutions business serves both public and private companies and organizations through our Investor Relations Intelligence, Sustainability Solutions and Governance Solutions products." - Reworded sentence: "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." **Prior (2024):** Our Capital Access Platforms segment includes Data & Listing Services, Index and Workflow & Insights. Our Data business distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Listing Services business operates in the U.S. and Europe on a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. As of December 31, 2023, there were 4,044 total listings on The Nasdaq Stock Market, including 600 ETPs. The combined market capitalization was approximately $27.2 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,218 listed companies with a combined market capitalization of approximately $2.1 trillion. Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled options, futures and options on futures on our indices. As of December 31, 2023, 388 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $473 billion in AUM.Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.Through our Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.Our corporate solutions business includes our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consulting services. Financial TechnologyFinancial Technology comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions. Financial Crime Management Technology includes our Verafin solution, a cloud-based anti-financial crime management platform, which helps financial institutions detect, investigate, and report money laundering and financial fraud. Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled options, futures and options on futures on our indices. As of December 31, 2023, 388 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $473 billion in AUM. Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide. Through our Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. Our corporate solutions business includes our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consulting services. **Current (2025):** The following tables present revenues and ARR from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Data & Listing Services$754 $749 $727 0.7 %3.0 %Index706 528 486 33.7 %8.6 %Workflow & Insights512 493 469 3.8 %5.2 %Total Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 % --- ## Modified: Revenue From Contracts With Customers **Key changes:** - Reworded sentence: "Our revenue recognition policies under FASB ASC Topic 606, "Revenue from Contracts with Customers," or Topic 606, are described in the following paragraphs." - Reworded sentence: "The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables which are net of an allowance for credit losses." - Reworded sentence: "For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, financial crime management technology, regulatory technology, and capital markets technology contracts." - Reworded sentence: "See "Revenue Recognition" below for further descriptions of our revenue contracts." - Removed sentence: "discussion of deferred revenue balances, activity, and expected timing of recognition." **Prior (2024):** Our revenue recognition policies under "Revenue from Contracts with Customers (Topic 606)," are described in the following paragraphs. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which are net of an allowance for credit losses of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. The activity during the period relating to changes in the allowance for credit losses was immaterial. We do not have obligations for warranties, returns or refunds to customers. The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2023 and 2022. See Note 8, "Deferred Revenue," for our discussion of deferred revenue balances, activity, and expected timing of recognition. See "Revenue Recognition" below for further descriptions of our revenue contracts.Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices.Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers.Revenue RecognitionOur primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.Capital Access PlatformsData and ListingsData revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on the number of data subscribers and distributors of our data. Data revenues are subscription-based and are recognized on a monthly basis. Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule), as well as a customer's material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration. discussion of deferred revenue balances, activity, and expected timing of recognition. See "Revenue Recognition" below for further descriptions of our revenue contracts. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. **Current (2025):** Our revenue recognition policies under FASB ASC Topic 606, "Revenue from Contracts with Customers," or Topic 606, are described in the following paragraphs. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables which are net of an allowance for credit losses. We do not have obligations for warranties, returns or refunds to customers. The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, financial crime management technology, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2024 and 2023. See Note 8, "Deferred Revenue," for our discussion of deferred revenue balances, activity, and expected timing of recognition. See "Revenue Recognition" below for further descriptions of our revenue contracts. F-14 F-14 F-14 Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices.Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers.Revenue RecognitionOur primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.Capital Access PlatformsData and ListingsData revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on the number of data subscribers and distributors of our data. Data revenues are subscription-based and are recognized on a monthly basis. Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule), as well as a customer's material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration.In the U.S., annual renewal fees are charged to listed companies based on their number of outstanding shares at the end of the prior year and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Annual fees are charged to newly listed companies on a pro-rata basis, based on outstanding shares at the time of listing and recognized over the remainder of the year. European annual renewal fees, which are received from companies listed on our Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North, are directly related to the listed companies' market capitalization on a trailing twelve-month basis and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service.IndexWe develop and license Nasdaq-branded indices and financial products and provide index data products for third-party clients. Revenues primarily include license fees from these branded indices and financial products in the U.S. and abroad. We primarily have two types of license agreements: asset-based licenses and transaction-based licenses. Customers are charged based on a percentage of AUM for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recognized over the term of the license agreement since the customer receives and consumes the benefit as Nasdaq provides the service. Revenue from index data subscriptions are recognized on a monthly basis. Customers are charged based on transaction volume or a minimum contract amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term since the customer receives and consumes the benefit as Nasdaq provides the service. Workflow & InsightsWorkflow & Insights includes our analytics and corporate solutions products.Analytics revenues are earned from investment content and analytics products. We earn revenues primarily based on the number of content and analytics subscribers and distributors.Subscription agreements are generally one to three years in term, payable in advance, and provide for automatic renewal. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.Our corporate solutions business includes our Investor Relations Intelligence, Governance Solutions and Sustainability Solutions products, which serve both public and private companies and organizations. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices.Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers.Revenue RecognitionOur primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.Capital Access PlatformsData and ListingsData revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on the number of data subscribers and distributors of our data. Data revenues are subscription-based and are recognized on a monthly basis. Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule), as well as a customer's material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. --- ## Modified: We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available. **Key changes:** - Removed sentence: "Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions." - Removed sentence: "If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives." - Removed sentence: "If we do not achieve the expected operating results, we will need to reallocate our cash resources." - Removed sentence: "This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments." - Removed sentence: "Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.RISKS RELATED TO LEGAL AND REGULATORY MATTERSWe operate in a highly regulated industry and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.We operate in a highly regulated industry and are subject to extensive regulation in the U.S., Europe and Canada." **Prior (2024):** We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.RISKS RELATED TO LEGAL AND REGULATORY MATTERSWe operate in a highly regulated industry and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.We operate in a highly regulated industry and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks.Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results. In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses. If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness. **Current (2025):** We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results. In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses. If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness. RISKS RELATED TO LEGAL AND REGULATORY MATTERSWe operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks.Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed.Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements.In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. --- ## Modified: Market Services **Key changes:** - Reworded sentence: "We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs." - Reworded sentence: "In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which was subsequently terminated in June 2024." - Reworded sentence: "See "Equity Method Investments" within "Investments" below for further discussion.The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results." - Reworded sentence: "All significant intercompany accounts and transactions have been eliminated in consolidation.Certain prior year amounts have been reclassified to conform to the current year presentation.Use of EstimatesIn preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in the consolidated balance sheets." - Reworded sentence: "Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income." **Prior (2024):** Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, revenues from this business are reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation and Principles of ConsolidationThe consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity's operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See "Equity Method Investments," of Note 6, "Investments," for further discussion of our equity method investments.The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.Certain prior year amounts have been reclassified to conform to the current year presentation.Use of EstimatesIn preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.Foreign CurrencyForeign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income.Translation gains or losses resulting from translating our subsidiaries' financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. periods, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. **Current (2025):** The following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Market Services $3,771 $3,156 $3,632 20.9 %(13.4)%Transaction-based expenses:Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total Market Services, net$1,020 $987 $988 3.4 %(0.1)% 2022 --- ## Modified: A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues. **Key changes:** - Reworded sentence: "Because a significant 18 18 18 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." - Reworded sentence: "Tape plans business.Our role in the global marketplace positions us at greater risk for a cyberattack.Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches." - Reworded sentence: "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." **Prior (2024):** 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. Because a significant percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is 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 trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition.If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected.Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. 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.Our role in the global marketplace positions us at greater risk for a cyberattack.Our systems and operations are vulnerable to damage or disruption from security breaches. Due to our adoption of a hybrid work environment, we have a broader and more distributed network footprint and increased reliance on the home networks of employees, and such remote work may cause heightened cybersecurity and operational risks. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. 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 from stolen data. Computer malware, such as viruses and worms, also continue to be a threat with ransomware increasingly being used by criminals to extort money. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.While we continue to employ and invest additional resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed. Any system issue, whether as a result of an intentional breach, collateral damage from a new virus or a non-malicious act, the use of artificial intelligence 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 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 trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition. If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected. Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. 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. **Current (2025):** 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. Because a significant 18 18 18 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 trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition.If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected.Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. 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.Our role in the global marketplace positions us at greater risk for a cyberattack.Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. 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. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.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. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time.Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.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. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results. Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms and, where relevant, 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 trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition.If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected.Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. 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.Our role in the global marketplace positions us at greater risk for a cyberattack.Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. 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. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.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 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 trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition. If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected. Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. 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. --- ## Modified: The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business. **Key changes:** - Reworded sentence: "Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology." - Reworded sentence: "This allocation of expenses could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses." - Reworded sentence: "We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025." - Reworded sentence: "We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025." **Prior (2024):** Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results. We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation. In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators' ability to monitor trading activity. In addition to increased regulatory obligations, implementation of a CAT has resulted in significant additional expenditures, including to implement the new technology to meet many of the plan's requirements. Creating the CAT has required the development and implementation of complex and costly technology. This development effort has been funded by the SROs (including Nasdaq) in exchange for promissory notes. In September 2023, the SEC approved a "Funding Model" for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. In January 2024, the SROs submitted filings, which remain pending, to the SEC to establish the rate at which the industry would reimburse the SROs for its two-thirds share of CAT expenses. Those two pending matters could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. As of December 31, 2023, we have accrued a net receivable of $115 million in connection with our portion of expenses related to the CAT implementation. In addition, the ongoing failure to timely launch or properly operate such technology exposes Nasdaq and other exchanges to SEC fines.In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer's net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results.Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities' requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which will become effective in 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication implementation of complex and costly technology. This development effort has been funded by the SROs (including Nasdaq) in exchange for promissory notes. In September 2023, the SEC approved a "Funding Model" for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. In January 2024, the SROs submitted filings, which remain pending, to the SEC to establish the rate at which the industry would reimburse the SROs for its two-thirds share of CAT expenses. Those two pending matters could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. As of December 31, 2023, we have accrued a net receivable of $115 million in connection with our portion of expenses related to the CAT implementation. In addition, the ongoing failure to timely launch or properly operate such technology exposes Nasdaq and other exchanges to SEC fines. In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer's net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results. Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities' requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which will become effective in 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication 26 26 26 technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices.Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services.Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business.Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. In December 2022, the SEC proposed significant rule changes that, if adopted in their current form, would substantially alter how stocks are traded in the United States. In October 2023, the SEC proposed to require exchanges to modify their pricing practices for certain types of transactions. While we and other market participants have the opportunity to submit comments on these proposals, and we will adjust our business model in accordance with any new SEC regulations implemented, the adoption of these proposals regarding trading may negatively impact our business and revenue.With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In May 2020, the SEC adopted an order to require changes to the governance of securities information processors. In December 2020, the SEC adopted a rule to modify the infrastructure for the collection, consolidation and dissemination of market data for exchange-listed national market stocks. In 2022, the U.S. Court of Appeals for District of Columbia Circuit vacated portions of the governance order but upheld the remainder of the SEC's 2022 actions. If the remaining aspects of the order and rule are fully implemented, they may adversely affect our revenues. The timing for the implementation is currently unknown, and we believe they may take two or more years to fully implement. If the remaining aspects of the order and rule are ultimately implemented as set forth in their adopting releases, demand for certain of our proprietary tape share data products may be reduced, or we may have to reduce our pricing to compete with other entrants into the market for consolidated data. Our opponents in some markets are larger and better funded and, if successful in influencing certain policies, may successfully advocate for positions that adversely impact our business. These regulatory changes could impose significant costs, including litigation costs, and other obligations on the operation of our exchanges and processor systems and have other impacts on our business.In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post- trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues. technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices.Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services.Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business.Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. In December 2022, the SEC proposed significant rule changes that, if adopted in their current form, would substantially alter how stocks are traded in the United States. In October 2023, the SEC proposed to require exchanges to modify their pricing practices for certain types of transactions. While we and other market participants have the opportunity to submit comments on these proposals, and we will adjust our business model in accordance with any new SEC regulations implemented, the adoption of these proposals regarding trading may negatively impact our business and revenue. technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices. Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services. **Current (2025):** Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results. We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation. In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators' ability to monitor trading activity. Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology. In September 2023, the SEC approved a "Funding Model" for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. This allocation of expenses could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. The SROs have yet to seek reimbursement for a portion of their expenses related to delivery of certain technology. If the SEC determines that we failed to timely or properly deliver the technology, we may forfeit recovery of an undetermined portion of those expenses. As of December 31, 2024, we have an outstanding net receivable of $135 million in connection with our portion of expenses related to the CAT implementation. In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer's net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results.Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities' requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices.Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services.Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business.Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market expand its business under certain circumstances. Additionally, the SEC's Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results. Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities' requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices. Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services. --- ## Modified: Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage. **Key changes:** - Added sentence: "29 29 29 Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm." - Added sentence: "Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources.In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose." - Added sentence: "Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition." - Added sentence: "Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics.While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted." - Added sentence: "Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S." **Prior (2024):** We have instituted extensive controls to reduce the risk of error inherent in our operations; however, such risk cannot completely be eliminated. Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets. Some of our operations require complex processes, and the introduction of new products or services or changes in processes or reporting due to regulatory requirements may result in an increased risk of errors for a period after implementation. Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources.In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. Climate change may have a long-term adverse impact on our business, and climate and ESG-related disclosure requirements may reduce demand for listings on our exchanges.While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted. There is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship and sustainability matters. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority. For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services. Climate related events, including extreme weather events and their impact on the critical infrastructure in the United States and elsewhere, have the potential to disrupt our business or the business of our clients; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results. Additionally, if the SEC or other federal, state or international regulatory agencies impose comprehensive reporting obligations regarding climate change on U.S. public companies, there may be a decrease in new listings or an increase in delistings of our listed companies, which may adversely affect our business, financial condition and operating results. Such new regulations, whether in the U.S. Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources. In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. **Current (2025):** We have instituted extensive controls to reduce the risk of error inherent in our operations; however, such risk cannot completely be eliminated. Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets. Some of our operations require complex processes, and the introduction of new products or services or changes in processes or reporting due to regulatory requirements may result in an increased risk of errors for a period after implementation. Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. 29 29 29 Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources.In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics.While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted. Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers. For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority. Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. Changing legal requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations. Our businesses operate in various international markets, which are subject to political, economic and social uncertainties.Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S. operations are subject to the risk inherent in the international environment. Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results. Some locations, such as Lithuania, India, the Philippines and in other emerging markets, have economies that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk.Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas.We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations.In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses.We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources.In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics.While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted. Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers. For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority. Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. Changing legal Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources. In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. --- ## Modified: Basis of Presentation and Principles of Consolidation **Key changes:** - Reworded sentence: "See "Equity Method Investments" within "Investments" below for further discussion." **Prior (2024):** The consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity's operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See "Equity Method Investments," of Note 6, "Investments," for further discussion of our equity method investments. The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. **Current (2025):** The consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity's operating and financial policies, such investment is accounted for under the equity method of accounting. See "Equity Method Investments" within "Investments" below for further discussion. The consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity's operating and financial policies, such investment is accounted for under the equity method of accounting. See "Equity Method Investments" within "Investments" The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. --- ## Modified: We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions. **Key changes:** - Reworded sentence: "The difficulties, costs and delays that could be encountered may include: •difficulties, costs or complications in combining the companies' operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms; •incompatibility of systems and operating methods; •reliance on, or provision of, transition services; •inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity; •difficulties of complying with government-imposed regulations in the U.S." - Reworded sentence: "securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; •the coordination of geographically separate organizations; •the coordination and consolidation of ongoing and future research and development efforts; •possible tax costs or inefficiencies associated with integrating the operations of a combined company; •the retention of strategic partners and attracting new strategic partners; and •negative impacts on employee morale and performance as a result of job changes and reassignments." - Reworded sentence: "Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations.We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services." - Reworded sentence: "If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results.AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment." - Reworded sentence: "To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected.We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future." **Prior (2024):** We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include: •difficulties, costs or complications in combining the companies' operations, including technology platforms, and security measures and infrastructure that may need greater remediation than anticipated, which could lead to us not achieving the synergies we anticipate or customers not renewing their contracts with us as we migrate platforms; 22 22 22 •incompatibility of systems and operating methods;•reliance on, or provision of, transition services;•inability to use capital assets efficiently to develop the business of the combined company;•difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting;•resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;•the diversion of management's attention from ongoing business concerns and other strategic opportunities;•difficulties in operating businesses we have not operated before;•difficulties of integrating multiple acquired businesses simultaneously;•the retention of key employees and management;•the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;•the coordination of geographically separate organizations;•the coordination and consolidation of ongoing and future research and development efforts;•possible tax costs or inefficiencies associated with integrating the operations of a combined company;•pre-tax restructuring and revenue investment costs;•the retention of strategic partners and attracting new strategic partners; and•negative impacts on employee morale and performance as a result of job changes and reassignments.Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition.For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual cost savings and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations.We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair the delivery of our services and harm our business. To the extent that any of our vendors or other third-party service providers experiences difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or is unable for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results.For example, in 2023, we continued to migrate our North American markets to AWS in a phased approach, as we added two additional exchanges to our cloud-enabled infrastructure. AWS operates a platform that we use to provide services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected. •incompatibility of systems and operating methods;•reliance on, or provision of, transition services;•inability to use capital assets efficiently to develop the business of the combined company;•difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting;•resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;•the diversion of management's attention from ongoing business concerns and other strategic opportunities;•difficulties in operating businesses we have not operated before;•difficulties of integrating multiple acquired businesses simultaneously;•the retention of key employees and management;•the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;•the coordination of geographically separate organizations;•the coordination and consolidation of ongoing and future research and development efforts;•possible tax costs or inefficiencies associated with integrating the operations of a combined company;•pre-tax restructuring and revenue investment costs;•the retention of strategic partners and attracting new strategic partners; and•negative impacts on employee morale and performance as a result of job changes and reassignments.Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition. •incompatibility of systems and operating methods; •reliance on, or provision of, transition services; •inability to use capital assets efficiently to develop the business of the combined company; •difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting; •resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures; •the diversion of management's attention from ongoing business concerns and other strategic opportunities; •difficulties in operating businesses we have not operated before; •difficulties of integrating multiple acquired businesses simultaneously; •the retention of key employees and management; •the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; •the coordination of geographically separate organizations; •the coordination and consolidation of ongoing and future research and development efforts; •possible tax costs or inefficiencies associated with integrating the operations of a combined company; •pre-tax restructuring and revenue investment costs; •the retention of strategic partners and attracting new strategic partners; and •negative impacts on employee morale and performance as a result of job changes and reassignments. Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition. For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual cost savings and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations.We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair the delivery of our services and harm our business. To the extent that any of our vendors or other third-party service providers experiences difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or is unable for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results.For example, in 2023, we continued to migrate our North American markets to AWS in a phased approach, as we added two additional exchanges to our cloud-enabled infrastructure. AWS operates a platform that we use to provide services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected. For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual cost savings and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions. **Current (2025):** We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include: •difficulties, costs or complications in combining the companies' operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms; •incompatibility of systems and operating methods; •reliance on, or provision of, transition services; •inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity; •difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting; •resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures; •the diversion of management's attention from ongoing business concerns and other strategic opportunities; •difficulties in operating businesses we have not operated before; •difficulties of integrating multiple acquired businesses simultaneously; •the retention of key employees and management; •the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; •the coordination of geographically separate organizations; •the coordination and consolidation of ongoing and future research and development efforts; •possible tax costs or inefficiencies associated with integrating the operations of a combined company; •the retention of strategic partners and attracting new strategic partners; and •negative impacts on employee morale and performance as a result of job changes and reassignments. 21 21 21 Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition.For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations.We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business. To the extent that any of our vendors or other third-party service providers experience difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results.AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected.We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2024, goodwill totaled $14.0 billion and intangible assets, net of accumulated amortization, totaled $6.9 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022.We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results. Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition.For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations.We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business. To the extent that any of our vendors or other third-party service providers experience difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results. Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition. For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions. --- ## Modified: Net Investment Hedge **Key changes:** - Added sentence: "Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries." - Reworded sentence: "Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets." **Prior (2024):** Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss within Nasdaq's stockholders' equity in the Consolidated Balance Sheets. For the year ended December 31, 2023, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $70 million. **Current (2025):** Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. For the year ended December 31, 2024, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $175 million. F-27 F-27 F-27 --- ## Modified: Goodwill, Indefinite-Lived Intangible Assets and Related Impairment Testing **Key changes:** - Reworded sentence: "We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital Access Platforms, Financial Technology and Market Services segments.When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test." - Reworded sentence: "If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.The following table presents the carrying value of goodwill for our reportable segments at the time of our 2024 annual impairment test: October 1, 2024(in millions)Capital Access Platforms$4,210 Financial Technology 7,945 Market Services2,010 $14,165 Access Platforms, Financial Technology and Market Services segments." - Reworded sentence: "The following table presents the carrying value of goodwill for our reportable segments at the time of our 2024 annual impairment test: October 1, 2024(in millions)Capital Access Platforms$4,210 Financial Technology 7,945 Market Services2,010 $14,165 Financial Technology Market Services 55 55 55 In 2024, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant." - Reworded sentence: "Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022." **Prior (2024):** Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. In November 2023, following the acquisition of Adenza, we refined our divisional structure. Our three previous reportable segments, Market Platforms, Capital Access Platforms and Anti-Financial Crime, have been changed to align with our new corporate structure that includes the following three segments: Capital Access Platforms, Financial Technology and Market Services. Under ASC 350-20, "Intangibles Goodwill and Other," when a company reorganizes its reporting structure, an impairment test must be performed both before and after the change, and goodwill must be reassigned to reporting units. Accordingly, goodwill was reassigned based on relative fair value of each reporting unit. 53 53 53 We perform our goodwill impairment test at the reporting unit level. For 2023, we performed the goodwill impairment test under our previous organizational structure which included three reporting units: Market Platforms, Capital Access Platforms and Anti-Financial Crime segments and under our current organization structure, which includes the following three reporting units: Capital Access Platforms, Financial Technology and Market Services segments.When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value or the indefinite-lived intangible asset's fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments.In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.The following table presents the balances of goodwill for our reportable segments pre-segment realignment at the time of our 2023 annual impairment test: October 1, 2023(in millions)Market Platforms$2,845 Capital Access Platforms 4,138 Anti-Financial Crime1,005 $7,988 The following table presents the balances of goodwill for our reportable segments post segment realignment, excluding the goodwill acquired as part of the Adenza acquisition. The carrying value of goodwill was reassigned to our new reportable segments based on a relative fair value allocation approach. October 1, 2023(in millions)Capital Access Platforms$4,138 Financial Technology1,922 Market Services1,928 $7,988 In 2023 and 2022, we elected to perform a quantitative impairment test for goodwill and indefinite-lived intangible assets. In conducting the quantitative assessment, we determined that the fair value of our goodwill for each of our reporting units and the fair value of our indefinite-lived intangible assets sufficiently exceed their respective carrying amounts. As a result, there were no goodwill or indefinite-lived intangible assets impairment charges recorded in any of those years. Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.Subsequent to our annual impairment test, no indications of impairment were identified.Other Long-Lived Assets and Related ImpairmentWe review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We perform our goodwill impairment test at the reporting unit level. For 2023, we performed the goodwill impairment test under our previous organizational structure which included three reporting units: Market Platforms, Capital Access Platforms and Anti-Financial Crime segments and under our current organization structure, which includes the following three reporting units: Capital Access Platforms, Financial Technology and Market Services segments.When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value or the indefinite-lived intangible asset's fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments.In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. We perform our goodwill impairment test at the reporting unit level. For 2023, we performed the goodwill impairment test under our previous organizational structure which included three reporting units: Market Platforms, Capital Access Platforms and Anti-Financial Crime segments and under our current organization structure, which includes the following three reporting units: Capital Access Platforms, Financial Technology and Market Services segments. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value or the indefinite-lived intangible asset's fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. The following table presents the balances of goodwill for our reportable segments pre-segment realignment at the time of our 2023 annual impairment test: October 1, 2023(in millions)Market Platforms$2,845 Capital Access Platforms 4,138 Anti-Financial Crime1,005 $7,988 The following table presents the balances of goodwill for our reportable segments post segment realignment, excluding the goodwill acquired as part of the Adenza acquisition. The carrying value of goodwill was reassigned to our new reportable segments based on a relative fair value allocation approach. October 1, 2023(in millions)Capital Access Platforms$4,138 Financial Technology1,922 Market Services1,928 $7,988 In 2023 and 2022, we elected to perform a quantitative impairment test for goodwill and indefinite-lived intangible assets. In conducting the quantitative assessment, we determined that the fair value of our goodwill for each of our reporting units and the fair value of our indefinite-lived intangible assets sufficiently exceed their respective carrying amounts. As a result, there were no goodwill or indefinite-lived intangible assets impairment charges recorded in any of those years. Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.Subsequent to our annual impairment test, no indications of impairment were identified.Other Long-Lived Assets and Related ImpairmentWe review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. The following table presents the balances of goodwill for our reportable segments pre-segment realignment at the time of our 2023 annual impairment test: October 1, 2023(in millions)Market Platforms$2,845 Capital Access Platforms 4,138 Anti-Financial Crime1,005 $7,988 The following table presents the balances of goodwill for our reportable segments post segment realignment, excluding the goodwill acquired as part of the Adenza acquisition. The carrying value of goodwill was reassigned to our new reportable segments based on a relative fair value allocation approach. October 1, 2023(in millions)Capital Access Platforms$4,138 Financial Technology1,922 Market Services1,928 $7,988 Financial Technology Market Services In 2023 and 2022, we elected to perform a quantitative impairment test for goodwill and indefinite-lived intangible assets. In conducting the quantitative assessment, we determined that the fair value of our goodwill for each of our reporting units and the fair value of our indefinite-lived intangible assets sufficiently exceed their respective carrying amounts. As a result, there were no goodwill or indefinite-lived intangible assets impairment charges recorded in any of those years. Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. Subsequent to our annual impairment test, no indications of impairment were identified. **Current (2025):** Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital Access Platforms, Financial Technology and Market Services segments.When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value or the indefinite-lived intangible asset's fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments.In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.The following table presents the carrying value of goodwill for our reportable segments at the time of our 2024 annual impairment test: October 1, 2024(in millions)Capital Access Platforms$4,210 Financial Technology 7,945 Market Services2,010 $14,165 Access Platforms, Financial Technology and Market Services segments. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value or the indefinite-lived intangible asset's fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. The following table presents the carrying value of goodwill for our reportable segments at the time of our 2024 annual impairment test: October 1, 2024(in millions)Capital Access Platforms$4,210 Financial Technology 7,945 Market Services2,010 $14,165 Financial Technology Market Services 55 55 55 In 2024, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant. In conducting the qualitative assessment, we evaluated the performance of each of these reporting units and indefinite-lived intangible assets since the last quantitative test, as well as future financial projections to determine if there were any changes in the key inputs used to determine their respective fair values. We also considered the qualitative factors in FASB ASC Topic 350, "Intangibles-Goodwill and Other," as well as other relevant events and circumstances. Based on the results of the qualitative assessment for each reporting unit and indefinite-lived intangible asset, and the predominance of positive indicators and the weight of such indicators, we concluded that the fair values of our reporting units and indefinite-lived intangible assets are more likely than not greater than their respective carrying amounts and as a result, quantitative analyses were not needed. No impairment of goodwill or indefinite-lived intangible assets was recorded in 2024, 2023 and 2022.Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.Subsequent to our annual impairment test, no indications of impairment were identified.Other Long-Lived Assets and Related ImpairmentWe review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. See Note 20, "Restructuring Charges," to the consolidated financial statements for a discussion of these plans.In 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, we recorded impairment charges of $23 million in 2023 of which $18 million related to operating lease asset impairment and exit costs and is included in occupancy expense in the Consolidated Statements of Income and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022.Income TaxesEstimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the In 2024, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant. In conducting the qualitative assessment, we evaluated the performance of each of these reporting units and indefinite-lived intangible assets since the last quantitative test, as well as future financial projections to determine if there were any changes in the key inputs used to determine their respective fair values. We also considered the qualitative factors in FASB ASC Topic 350, "Intangibles-Goodwill and Other," as well as other relevant events and circumstances. Based on the results of the qualitative assessment for each reporting unit and indefinite-lived intangible asset, and the predominance of positive indicators and the weight of such indicators, we concluded that the fair values of our reporting units and indefinite-lived intangible assets are more likely than not greater than their respective carrying amounts and as a result, quantitative analyses were not needed. No impairment of goodwill or indefinite-lived intangible assets was recorded in 2024, 2023 and 2022.Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.Subsequent to our annual impairment test, no indications of impairment were identified.Other Long-Lived Assets and Related ImpairmentWe review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. In 2024, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant. In conducting the qualitative assessment, we evaluated the performance of each of these reporting units and indefinite-lived intangible assets since the last quantitative test, as well as future financial projections to determine if there were any changes in the key inputs used to determine their respective fair values. We also considered the qualitative factors in FASB ASC Topic 350, "Intangibles-Goodwill and Other," as well as other relevant events and circumstances. Based on the results of the qualitative assessment for each reporting unit and indefinite-lived intangible asset, and the predominance of positive indicators and the weight of such indicators, we concluded that the fair values of our reporting units and indefinite-lived intangible assets are more likely than not greater than their respective carrying amounts and as a result, quantitative analyses were not needed. No impairment of goodwill or indefinite-lived intangible assets was recorded in 2024, 2023 and 2022. Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. Subsequent to our annual impairment test, no indications of impairment were identified. --- ## Modified: 2023 vs. 2022 **Key changes:** - Reworded sentence: "Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023." - Reworded sentence: "Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program." - Reworded sentence: "The following table presents reconciliations between U.S." - Removed sentence: "Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program." - Removed sentence: "Net income (loss) from unconsolidated investees decreased in 2023 compared with 2022 primarily due to lower income recognized from our equity method investments in OCC and NPM." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation.Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza.Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023.Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation. Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza. Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023. Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition. Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. 43 43 43 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements.Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. 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. 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. For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. --- ## Modified: Market Information **Key changes:** - Reworded sentence: "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." **Prior (2024):** Our common stock is listed on The Nasdaq Stock Market under the ticker symbol "NDAQ." As of February 13, 2024, we had approximately 202 holders of record of our common stock. **Current (2025):** 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. --- ## Modified: We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly. **Key changes:** - Reworded sentence: "We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada." - Reworded sentence: "Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations." - Reworded sentence: "In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate." - Reworded sentence: "Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology." - Reworded sentence: "This allocation of expenses could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses." **Prior (2024):** We operate in a highly regulated industry and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks. Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. 25 25 25 Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements.In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate.The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results.We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation.In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators' ability to monitor trading activity. In addition to increased regulatory obligations, implementation of a CAT has resulted in significant additional expenditures, including to implement the new technology to meet many of the plan's requirements. Creating the CAT has required the development and implementation of complex and costly technology. This development effort has been funded by the SROs (including Nasdaq) in exchange for promissory notes. In September 2023, the SEC approved a "Funding Model" for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. In January 2024, the SROs submitted filings, which remain pending, to the SEC to establish the rate at which the industry would reimburse the SROs for its two-thirds share of CAT expenses. Those two pending matters could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. As of December 31, 2023, we have accrued a net receivable of $115 million in connection with our portion of expenses related to the CAT implementation. In addition, the ongoing failure to timely launch or properly operate such technology exposes Nasdaq and other exchanges to SEC fines.In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer's net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results.Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities' requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which will become effective in 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements.In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate.The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results.We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation.In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators' ability to monitor trading activity. In addition to increased regulatory obligations, implementation of a CAT has resulted in significant additional expenditures, including to implement the new technology to meet many of the plan's requirements. Creating the CAT has required the development and Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements. In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. **Current (2025):** We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks. Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements. In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. 24 24 24 The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results.We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation.In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators' ability to monitor trading activity. Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology. In September 2023, the SEC approved a "Funding Model" for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. This allocation of expenses could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. The SROs have yet to seek reimbursement for a portion of their expenses related to delivery of certain technology. If the SEC determines that we failed to timely or properly deliver the technology, we may forfeit recovery of an undetermined portion of those expenses. As of December 31, 2024, we have an outstanding net receivable of $135 million in connection with our portion of expenses related to the CAT implementation. In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer's net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results.Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities' requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices.Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services.Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business.Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results.We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation.In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators' ability to monitor trading activity. Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology. In September 2023, the SEC approved a "Funding Model" for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. This allocation of expenses could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. The SROs have yet to seek reimbursement for a portion of their expenses related to delivery of certain technology. If the SEC determines that we failed to timely or properly deliver the technology, we may forfeit recovery of an undetermined portion of those expenses. As of December 31, 2024, we have an outstanding net receivable of $135 million in connection with our portion of expenses related to the CAT implementation. In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer's net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to --- ## Modified: Damage to our reputation or brand name could have a material adverse effect on our businesses. **Key changes:** - Reworded sentence: "Various issues may give rise to reputational risk, including issues relating to: •our ability to maintain the security of our data and systems; •the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; •the representation of our business in the media; •the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures; •the accuracy of our financial guidance or other information provided to our investors; •the quality of our corporate governance structure; •the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; 27 27 27 •the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;•extreme price volatility on our markets;•any negative publicity surrounding our listed companies or our listing rules;•any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and•any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics." - Reworded sentence: "Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations.Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters." **Prior (2024):** One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to: •our ability to maintain the security of our data and systems; •the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; •the representation of our business in the media; •the accuracy of our financial statements, other financial and statistical information or ESG-related disclosures; •the accuracy of our financial guidance or other information provided to our investors;•the quality of our corporate governance structure;•the quality of our products the reliability of our solutions and the accuracy of our information and data offerings;•the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;•extreme price volatility on our markets;•any negative publicity surrounding our listed companies or our listing rules;•any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and•any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results.Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. •the accuracy of our financial guidance or other information provided to our investors; •the quality of our corporate governance structure; •the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; •the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; •extreme price volatility on our markets; •any negative publicity surrounding our listed companies or our listing rules; •any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and •any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us. Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results. **Current (2025):** One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to: •our ability to maintain the security of our data and systems; •the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; •the representation of our business in the media; •the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures; •the accuracy of our financial guidance or other information provided to our investors; •the quality of our corporate governance structure; •the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; 27 27 27 •the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;•extreme price volatility on our markets;•any negative publicity surrounding our listed companies or our listing rules;•any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and•any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results.Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations.Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters. We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. Our initiatives could fail to achieve, or be perceived to fail to achieve, these goals or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures. Our actual or perceived failure to achieve, or stakeholder dissatisfaction of, our sustainability-related goals or commitments could negatively impact our reputation or otherwise materially harm our business. Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively.To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources. •the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;•extreme price volatility on our markets;•any negative publicity surrounding our listed companies or our listing rules;•any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and•any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results.Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations.Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters. We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related •the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; •extreme price volatility on our markets; •any negative publicity surrounding our listed companies or our listing rules; •any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and •any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us. Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results. --- ## Modified: Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas. **Key changes:** - Reworded sentence: "Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations." - Reworded sentence: "However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results." - Reworded sentence: "30 30 30 Because we have operations in numerous countries, we are exposed to currency risk.We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries." - Reworded sentence: "Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary, trade or tax policy, changes in local interest rates or other factors." - Added sentence: "Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock." **Prior (2024):** We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets, we may be more likely than other companies to be a target for malicious disruption activities. In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses. We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. Any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. Because we have operations in numerous countries, we are exposed to currency risk.We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary or tax policy, changes in local interest rates or other factors. These exchange rate differences will affect the translation of our non-U.S. results of operations, interest expense and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements.If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq's Global Risk Management Committee, which comprises senior executives and has the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees. Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to-date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, our business, reputation, financial condition and operating results could be materially adversely affected.Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders.Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq's board of directors. The board's determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. **Current (2025):** We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations. In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses. We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. 30 30 30 Because we have operations in numerous countries, we are exposed to currency risk.We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary, trade or tax policy, changes in local interest rates or other factors. These exchange rate differences will affect the translation of our non-U.S. results of operations, interest expense and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements.If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq's Global Risk Management Committee, which comprises senior executives and has the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees. Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to-date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, our business, reputation, financial condition and operating results could be materially adversely affected.Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders.Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq's board of directors. The board's determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management.Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval.In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC's approval of any business ventures with exchange members, subject to exceptions.Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management.Our certificate of incorporation and by-laws:•do not permit stockholders to act by written consent;•require certain advance notice for director nominations and actions to be taken at annual meetings; and•authorize the issuance of undesignated preferred stock, or "blank check" preferred stock, which could be issued by our board of directors without stockholder approval.Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a "business combination" with an "interested stockholder" for three years after the stockholder becomes an interested stockholder, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner.Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. Because we have operations in numerous countries, we are exposed to currency risk.We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary, trade or tax policy, changes in local interest rates or other factors. These exchange rate differences will affect the translation of our non-U.S. results of operations, interest expense and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements.If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq's Global Risk Management Committee, which comprises senior executives and has the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees. Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to-date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, our business, reputation, financial condition and operating results could be materially adversely affected.Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders.Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq's board of directors. The board's determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. --- ## Modified: Opinion on Internal Control over Financial Reporting **Key changes:** - Reworded sentence: "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)." - Reworded sentence: "(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria." **Prior (2024):** We have audited Nasdaq, Inc.'s internal control over financial reporting as of December 31, 2023, 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, 2023, based on the COSO criteria. As indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Adenza, which is included in the 2023 consolidated financial statements of the Company and constituted 2% and 3% of total and net assets, respectively, as of December 31, 2023 and 4% and 3% of revenues less transaction-based expenses and operating income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Adenza. 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, 2023 and 2022, 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, 2023, and the related notes and our report dated February 21, 2024 expressed an unqualified opinion thereon. **Current (2025):** 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. --- ## Modified: Customer Relationships **Key changes:** - Reworded sentence: "Customer relationships represent the contractual relationships with customers." - Reworded sentence: "F-22 F-22 F-22 Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business." - Reworded sentence: "Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset." - Reworded sentence: "Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships."" **Prior (2024):** Customer Relationships Customer relationships represent the contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years. Technology As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso. Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. F-21 F-21 F-21 Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships."Trade NameAs part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.MethodologyThe AxiomSL and Calypso trade names were valued using the income approach, specifically the RFRM as discussed above in "Technology."Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in "Customer Relationships."Pro Forma Results and Acquisition-Related CostsFrom the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.Supplemental Pro Forma Information (Unaudited)The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above.The unaudited supplemental pro forma financial information for the periods presented is as follows:Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812 2022 AcquisitionIn June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. Metrio is part of our Workflow & Insights business in our Capital Access Platforms segment. The consolidated financial statements for the years ended December 31, 2023 and 2022 include the financial results of the Metrio acquisition from the date of the acquisition. Pro forma financial results have not been presented as this acquisition was not material to our financial results.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income. Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships."Trade NameAs part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.MethodologyThe AxiomSL and Calypso trade names were valued using the income approach, specifically the RFRM as discussed above in "Technology."Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in "Customer Relationships."Pro Forma Results and Acquisition-Related CostsFrom the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.Supplemental Pro Forma Information (Unaudited)The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships." Trade Name As part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq. Methodology The AxiomSL and Calypso trade names were valued using the income approach, specifically the RFRM as discussed above in "Technology." Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in "Customer Relationships." **Current (2025):** Customer relationships represent the contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. F-22 F-22 F-22 Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.Technology As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso. MethodologyThe developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value.Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships."Trade NamesAs part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.MethodologyThe AxiomSL and Calypso trade names were valued using the income approach, specifically the relief-from-royalty method as discussed above in "Technology."Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade names relative to the overall business as discussed above in "Customer Relationships."Pro Forma Results and Acquisition-Related CostsFrom the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.Supplemental Pro Forma Information (Unaudited)The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above.The unaudited supplemental pro forma financial information for the periods presented is as follows:Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812 Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.Technology As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso. MethodologyThe developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value.Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships."Trade NamesAs part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.MethodologyThe AxiomSL and Calypso trade names were valued using the income approach, specifically the relief-from-royalty method as discussed above in "Technology."Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade names relative to the overall business as discussed above in "Customer Relationships." Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years. Technology As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso. Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in "Customer Relationships." --- ## Modified: Income Taxes **Key changes:** - Reworded sentence: "In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made." - Reworded sentence: "While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the 56 56 56 amount accrued." - Reworded sentence: "Financial Statements and Supplementary DataNasdaq'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.Item 9." - Reworded sentence: "Financial Statements and Supplementary Data 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." - Removed sentence: "Controls and ProceduresDisclosure controls and procedures." **Prior (2024):** Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.Item 7A. Quantitative and Qualitative Disclosures About Market RiskInformation about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk."Item 8. Financial Statements and Supplementary DataNasdaq's consolidated financial statements, including Consolidated Balance Sheets as of December 31, 2023 and 2022, Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February 21, 2024, are attached hereto as pages F-1 through F-45 and incorporated by reference herein.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk." Item 8. Financial Statements and Supplementary Data Nasdaq's consolidated financial statements, including Consolidated Balance Sheets as of December 31, 2023 and 2022, Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February 21, 2024, are attached hereto as pages F-1 through F-45 and incorporated by reference herein. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 55 55 55 Item 9A. Controls and ProceduresDisclosure controls and procedures. 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. In November 2023, Nasdaq completed the acquisition of Adenza. We accounted for this acquisition as a business combination. The scope of management's assessment of the effectiveness of the Company's disclosure controls and procedures did not include the internal controls over financial reporting of Adenza. This exclusion is in accordance with the SEC staff's general guidance that an assessment of a recently acquired business may be omitted from the scope of management's assessment for one year following the acquisition. The recognition of goodwill and intangible assets, however, is covered by our internal controls over mergers and acquisitions, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. 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. Based on the evaluation completed by management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Adenza, there were 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, 2023 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 ReportingManagement is responsible for the preparation and integrity 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 maintaining adequate internal control over Nasdaq's financial 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, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Our management has excluded the ICFR of Adenza, which we acquired on November 1, 2023 as discussed in Note 4 "Acquisitions," to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Total revenues subject to Adenza's ICFR represented 4% and 3% of revenues less transaction-based expenses and operating income, respectively, for the fiscal year ended December 31, 2023. Total assets subject to Adenza's ICFR represented 36% of our consolidated total assets as of December 31, 2023 (of which $11 billion, or 34% of our consolidated total assets, represents intangible assets acquired and the goodwill resulting from the Adenza acquisition, which were subject to our ICFR as of December 31, 2023) and net assets of Adenza represented 3% of our consolidated net assets, excluding intangible assets acquired and the corresponding deferred tax liability as well as the goodwill resulting from the Adenza acquisition, which were subject to our ICFR as of December 31, 2023. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of ICFR for a period of up to one year following an acquisition while integrating the acquired company.Based on its assessment, our management believes that, as of December 31, 2023, our internal control over financial reporting is effective. 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. Item 9A. Controls and ProceduresDisclosure controls and procedures. 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. In November 2023, Nasdaq completed the acquisition of Adenza. We accounted for this acquisition as a business combination. The scope of management's assessment of the effectiveness of the Company's disclosure controls and procedures did not include the internal controls over financial reporting of Adenza. This exclusion is in accordance with the SEC staff's general guidance that an assessment of a recently acquired business may be omitted from the scope of management's assessment for one year following the acquisition. The recognition of goodwill and intangible assets, however, is covered by our internal controls over mergers and acquisitions, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. 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. Based on the evaluation completed by management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Adenza, there were 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, 2023 that have materially affected, or are reasonably likely to materially affect, Nasdaq's internal control over financial reporting. Item 9A. Controls and Procedures **Current (2025):** Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the 56 56 56 amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.Item 7A. Quantitative and Qualitative Disclosures About Market RiskInformation about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk."Item 8. Financial Statements and Supplementary DataNasdaq'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.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresDisclosure Controls and ProceduresNasdaq'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.Management's Report on Internal Control Over Financial ReportingManagement is responsible for the preparation and integrity 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 maintaining adequate internal control over Nasdaq's financial 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, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on its assessment, our management believes that, as of December 31, 2024, our internal control over financial reporting is effective. 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. amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.Item 7A. Quantitative and Qualitative Disclosures About Market RiskInformation about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk."Item 8. Financial Statements and Supplementary DataNasdaq'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.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresDisclosure Controls and ProceduresNasdaq'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. amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk." Item 8. Financial Statements and Supplementary Data 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures --- ## Modified: Clearing Operations Regulatory Capital Requirements **Key changes:** - Reworded sentence: "We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing." - Reworded sentence: "As of December 31, 2024, our required regulatory capital of $129 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets." - Reworded sentence: "As of December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets." - Reworded sentence: "Nordic and Baltic Exchange Regulatory Capital RequirementsThe 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." **Prior (2024):** 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 December 31, 2023, our required regulatory capital of $123 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the 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 December 31, 2023, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $27 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the 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 December 31, 2023, our required regulatory capital of $37 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the 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 December 31, 2023, other required regulatory capital of $16 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets. **Current (2025):** 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 December 31, 2024, our required regulatory capital of $129 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets. Broker-Dealer Net Capital RequirementsOur 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 December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital RequirementsThe 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 December 31, 2024, our required regulatory capital of $35 million was primarily invested in European government bills and mortgage bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Other Capital RequirementsWe operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of December 31, 2024, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Equity and dividendsShare Repurchase ProgramSee "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program.Cash Dividends on Common StockThe following table presents our quarterly cash dividends paid per common share on our outstanding common stock:20242023First quarter$0.22 $0.20 Second quarter0.24 0.22 Third quarter0.24 0.22 Fourth quarter0.24 0.22 Total$0.94 $0.86 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends. --- ## Modified: Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management. **Key changes:** - Reworded sentence: "CybersecurityRisk Management and StrategyNasdaq'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." - Reworded sentence: "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.Our risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ongoing threat analysis." - Reworded sentence: "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." **Prior (2024):** Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval. In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC's approval of any business ventures with exchange members, subject to exceptions. Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management. Our certificate of incorporation and by-laws: •do not permit stockholders to act by written consent; •require certain advance notice for director nominations and actions to be taken at annual meetings; and •authorize the issuance of undesignated preferred stock, or "blank check" preferred stock, which could be issued by our board of directors without stockholder approval. Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a "business combination" with an "interested stockholder" for three years after the stockholder becomes an interested stockholder, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner. Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk management and strategyNasdaq'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 or shareholders, 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.Our risk management and mitigation approach includes the adoption of security controls and adaptive ongoing threat analysis. Our policies and our baseline security controls incorporate robust security infrastructure, risk-based controls and multi- layered defense systems. We have 16 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events. 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 analysis of our information security procedures, which include a review of program documentation and an overall maturity assessment of Nasdaq's information security programs. These advisors provide recommendations to further enhance our procedures. The findings are then presented to the Audit & Risk Committee of the Board of Directors, or the Audit & Risk Committee. In 2023, our management team and the Board of Directors conducted tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity **Current (2025):** Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval. In response to the SEC's concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC's approval of any business ventures with exchange members, subject to exceptions. Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management. Our certificate of incorporation and by-laws: •do not permit stockholders to act by written consent; •require certain advance notice for director nominations and actions to be taken at annual meetings; and •authorize the issuance of undesignated preferred stock, or "blank check" preferred stock, which could be issued by our board of directors without stockholder approval. Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a "business combination" with an "interested stockholder" for three years after the stockholder becomes an interested stockholder, unless the corporation's board of directors and stockholders approve the business combination in a prescribed manner. Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. 31 31 31 Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk Management and StrategyNasdaq'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.Our risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ongoing threat analysis. In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement. Our policies and our baseline security controls incorporate robust security infrastructure with multi-layered defense systems. We have 17 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events. 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. Nasdaq's InfoSec program has demonstrated increasing levels of maturity year-over-year for every InfoSec department. Recommendations to further enhance our procedures and maturity ratings from these assessments are then presented to the Audit & Risk Committee. 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. We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions. 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. GovernanceCybersecurity is an integral part of risk management at Nasdaq. 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 Item 1B. Unresolved Staff CommentsNone.Item 1C. CybersecurityRisk Management and StrategyNasdaq'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.Our risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ongoing threat analysis. In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement. Our policies and our baseline security controls incorporate robust security infrastructure with multi-layered defense systems. We have 17 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events. 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. Nasdaq's InfoSec program has demonstrated increasing levels of maturity year-over-year for every InfoSec department. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity --- ## Modified: Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities. **Key changes:** - Removed sentence: "Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.We may finance future transactions by issuing additional equity and/or debt." - Removed sentence: "The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders." - Removed sentence: "In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock." - Removed sentence: "The issuance of additional debt could increase our leverage substantially." - Removed sentence: "Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service." **Prior (2024):** Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us. We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business.Furthermore, any future transactions could entail a number of additional risks, including:•the inability to maintain key pre-transaction business relationships;•increased operating costs;•the inability to meet our target for return on invested capital;•increased debt obligations, which may adversely affect our targeted debt ratios; •risks to the continued achievement of our strategic direction;•risks associated with divesting employees, customers or vendors when divesting businesses or assets;•declines in the value of investments;•exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company;•difficulties in realizing projected efficiencies, synergies and cost savings; and•changes in our credit rating and financing costs.RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCESA downgrade of our credit rating could increase the cost of our funding from the capital markets.Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures. We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business. Furthermore, any future transactions could entail a number of additional risks, including: •the inability to maintain key pre-transaction business relationships; •increased operating costs; •the inability to meet our target for return on invested capital; •increased debt obligations, which may adversely affect our targeted debt ratios; •risks to the continued achievement of our strategic direction; •risks associated with divesting employees, customers or vendors when divesting businesses or assets; •declines in the value of investments; •exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company; •difficulties in realizing projected efficiencies, synergies and cost savings; and •changes in our credit rating and financing costs. **Current (2025):** Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us. We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures. We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business. Furthermore, any future transactions could entail a number of additional risks, including: •the inability to maintain key pre-transaction business relationships; •increased operating costs; •the inability to meet our target for return on invested capital; •increased debt obligations, which may adversely affect our targeted debt ratios; •changes in our credit rating and financing costs; •risks to the continued achievement of our strategic direction; •risks associated with divesting employees, customers or vendors when divesting businesses or assets; •declines in the value of investments; •exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company; and•difficulties in realizing projected efficiencies and synergies.RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCESA downgrade of our credit rating could increase the cost of our funding from the capital markets.Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings.Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing.Our indebtedness as of December 31, 2024 was $9.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program.Our leverage and reliance on the capital markets could:•reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness;•increase our exposure to a continued downturn in general economic conditions;•place us at a competitive disadvantage compared with our competitors with less debt;•affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and•increase our cost of debt and reduce or eliminate our ability to issue commercial paper. •exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company; and •difficulties in realizing projected efficiencies and synergies. --- ## Modified: Disclosure Controls and Procedures **Key changes:** - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "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)." - Reworded sentence: "Based on its assessment, our management believes that, as of December 31, 2024, our internal control over financial reporting is effective." **Prior (2024):** 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. In November 2023, Nasdaq completed the acquisition of Adenza. We accounted for this acquisition as a business combination. The scope of management's assessment of the effectiveness of the Company's disclosure controls and procedures did not include the internal controls over financial reporting of Adenza. This exclusion is in accordance with the SEC staff's general guidance that an assessment of a recently acquired business may be omitted from the scope of management's assessment for one year following the acquisition. The recognition of goodwill and intangible assets, however, is covered by our internal controls over mergers and acquisitions, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. 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. Based on the evaluation completed by management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Adenza, there were 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, 2023 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 ReportingManagement is responsible for the preparation and integrity 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 maintaining adequate internal control over Nasdaq's financial 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, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Our management has excluded the ICFR of Adenza, which we acquired on November 1, 2023 as discussed in Note 4 "Acquisitions," to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Total revenues subject to Adenza's ICFR represented 4% and 3% of revenues less transaction-based expenses and operating income, respectively, for the fiscal year ended December 31, 2023. Total assets subject to Adenza's ICFR represented 36% of our consolidated total assets as of December 31, 2023 (of which $11 billion, or 34% of our consolidated total assets, represents intangible assets acquired and the goodwill resulting from the Adenza acquisition, which were subject to our ICFR as of December 31, 2023) and net assets of Adenza represented 3% of our consolidated net assets, excluding intangible assets acquired and the corresponding deferred tax liability as well as the goodwill resulting from the Adenza acquisition, which were subject to our ICFR as of December 31, 2023. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of ICFR for a period of up to one year following an acquisition while integrating the acquired company.Based on its assessment, our management believes that, as of December 31, 2023, our internal control over financial reporting is effective. 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. **Current (2025):** 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. Management's Report on Internal Control Over Financial ReportingManagement is responsible for the preparation and integrity 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 maintaining adequate internal control over Nasdaq's financial 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, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on its assessment, our management believes that, as of December 31, 2024, our internal control over financial reporting is effective. 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. --- ## Modified: Other Long-Lived Assets and Related Impairment **Key changes:** - Reworded sentence: "There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022." - Reworded sentence: "No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022.Income TaxesEstimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses." - Reworded sentence: "While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022." - Reworded sentence: "No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022." **Prior (2024):** We review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. 54 54 54 There were no material finite-lived intangible assets impairment charges in 2023 and 2022. We recorded an impairment charge of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition included in depreciation and amortization expense in the Consolidated Statements of Income. We recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $14 million in 2022 and $4 million in 2021. See Note 20, "Restructuring Charges," to the consolidated financial statements for a discussion of these plans.In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, we recorded impairment charges of $23 million in 2023 of which $18 million related to operating lease asset impairment and exit costs and is included in occupancy expense in the Consolidated Statements of Income and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2023, 2022 or 2021.Income TaxesEstimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.Item 7A. Quantitative and Qualitative Disclosures About Market RiskInformation about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk."Item 8. Financial Statements and Supplementary DataNasdaq's consolidated financial statements, including Consolidated Balance Sheets as of December 31, 2023 and 2022, Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021, Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February 21, 2024, are attached hereto as pages F-1 through F-45 and incorporated by reference herein.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone. There were no material finite-lived intangible assets impairment charges in 2023 and 2022. We recorded an impairment charge of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition included in depreciation and amortization expense in the Consolidated Statements of Income. We recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $14 million in 2022 and $4 million in 2021. See Note 20, "Restructuring Charges," to the consolidated financial statements for a discussion of these plans.In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, we recorded impairment charges of $23 million in 2023 of which $18 million related to operating lease asset impairment and exit costs and is included in occupancy expense in the Consolidated Statements of Income and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2023, 2022 or 2021.Income TaxesEstimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. There were no material finite-lived intangible assets impairment charges in 2023 and 2022. We recorded an impairment charge of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition included in depreciation and amortization expense in the Consolidated Statements of Income. We recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $14 million in 2022 and $4 million in 2021. See Note 20, "Restructuring Charges," to the consolidated financial statements for a discussion of these plans. In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, we recorded impairment charges of $23 million in 2023 of which $18 million related to operating lease asset impairment and exit costs and is included in occupancy expense in the Consolidated Statements of Income and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2023, 2022 or 2021. **Current (2025):** We review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. See Note 20, "Restructuring Charges," to the consolidated financial statements for a discussion of these plans.In 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, we recorded impairment charges of $23 million in 2023 of which $18 million related to operating lease asset impairment and exit costs and is included in occupancy expense in the Consolidated Statements of Income and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022.Income TaxesEstimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. See Note 20, "Restructuring Charges," to the consolidated financial statements for a discussion of these plans. In 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, we recorded impairment charges of $23 million in 2023 of which $18 million related to operating lease asset impairment and exit costs and is included in occupancy expense in the Consolidated Statements of Income and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022. --- ## Modified: Definition and Limitations of Internal Control Over Financial Reporting **Key changes:** - Reworded sentence: "/s/ Ernst & Young LLP New York, New York February 21, 2025 58 58 58 Item 9B." - Reworded sentence: "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." - Removed sentence: "The employees that joined us from Adenza are not yet eligible for participation in the ESPP, as payroll and benefits integration efforts remain ongoing following the consummation of the Adenza acquisition in November 2023." - Reworded sentence: "As of December 31, 2024, all our employees are eligible to participate.The Equity Plan and the ESPP have been previously approved by our stockholders." - Reworded sentence: "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." **Prior (2024):** 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ Ernst & Young LLP New York, New York February 21, 2024 57 57 57 Item 9B. Other InformationDuring the three months ended December 31, 2023, 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceInformation 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 Nasdaq's executive officers, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption "Other Items-Executive Officers" in the 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.Item 11. Executive CompensationInformation 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" in the Proxy Statement.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersInformation 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.Equity Compensation Plan and ESPP InformationNasdaq's Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan.In addition, in jurisdictions where participation in the ESPP is permitted, all our employees are eligible. The employees that joined us from Adenza are not yet eligible for participation in the ESPP, as payroll and benefits integration efforts remain ongoing following the consummation of the Adenza acquisition in November 2023. 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. Offering periods under the ESPP are six months in duration. As of December 31, 2023, all our employees are eligible to participate.The Equity Plan and the ESPP have been previously 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, 2023.Plan CategoryNumber of sharesto be issued upon exercise of outstanding options, warrants and rights(a)Weighted-average exercise price ofoutstanding options, warrants and rights(b)Number of shares remaining availablefor future issuance under equity compensation plans (excluding shares reflected in column(a))(c)Equity compensation plans approved by stockholders1,420,323 $41.79 36,014,602 Equity compensation plans not approved by stockholders - - - Total1,420,323 $41.79 36,014,602 In the table above:•The number of shares to be issued upon exercise of outstanding options, warrants and rights include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. As of December 31, 2023, we also had 6,217,621 shares to be issued upon vesting of outstanding restricted stock and PSUs.•The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 24,598,016 shares of common stock that may be awarded pursuant to the Equity Plan and (b) 11,416,586 shares of common stock that may be issued pursuant to the ESPP. Item 9B. Other InformationDuring the three months ended December 31, 2023, 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceInformation 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 Nasdaq's executive officers, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption "Other Items-Executive Officers" in the 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.Item 11. Executive CompensationInformation 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" in the Proxy Statement.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersInformation 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.Equity Compensation Plan and ESPP InformationNasdaq's Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan. Item 9B. Other Information During the three months ended December 31, 2023, 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate 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 "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 "Other Items-Executive Officers" in the 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. Item 11. Executive Compensation 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" in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial 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. **Current (2025):** 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ Ernst & Young LLP New York, New York February 21, 2025 58 58 58 Item 9B. Other InformationDuring 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.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceInformation 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 Nasdaq's executive officers, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption "Other Items-Executive Officers" in the 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.Item 11. Executive CompensationInformation 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.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersInformation 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.Equity Compensation Plan and ESPP InformationNasdaq's Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan.In addition, in jurisdictions where participation in the ESPP 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. Offering periods under the ESPP are six months in duration. As of December 31, 2024, all our employees are eligible to participate.The Equity Plan and the ESPP have been previously 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, 2024. Item 9B. Other InformationDuring 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.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceInformation 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 Nasdaq's executive officers, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption "Other Items-Executive Officers" in the 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. Item 9B. Other Information 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate 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 "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 "Other Items-Executive Officers" in the 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.Item 11. Executive CompensationInformation 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.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersInformation 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.Equity Compensation Plan and ESPP InformationNasdaq's Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan.In addition, in jurisdictions where participation in the ESPP 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. Offering periods under the ESPP are six months in duration. As of December 31, 2024, all our employees are eligible to participate.The Equity Plan and the ESPP have been previously 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, 2024. 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial 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. --- ## Modified: Fair Value Measurements **Key changes:** - Reworded sentence: "These two types of inputs create the following fair value hierarchy: •Level 1: Quoted prices for identical instruments in active markets." - Reworded sentence: "Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in the Consolidated Balance Sheets, as appropriate." - Reworded sentence: "Recent Accounting DevelopmentsIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid." **Prior (2024):** Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq's market assumptions. These two types of inputs create the following fair value hierarchy: •Level 1 - Quoted prices for identical instruments in active markets. •Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. •Level 3 - Instruments whose significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. See Note 14, "Fair Value of Financial Instruments," for further discussion. Tax MattersWe use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in our Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.Subsequent EventsWe have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. Recent Accounting DevelopmentsIn November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our Consolidated Financial Statements and disclosures. **Current (2025):** Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq's market assumptions. These two types of inputs create the following fair value hierarchy: •Level 1: Quoted prices for identical instruments in active markets. •Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. •Level 3: Instruments whose significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. See Note 14, "Fair Value of Financial Instruments," for further discussion. Tax MattersWe use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in the Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.Subsequent EventsWe have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. Recent Accounting DevelopmentsIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid. The update is effective for annual periods beginning after December 15, 2024. This update should be applied prospectively, but entities have the option to apply it retrospectively. The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements. --- ## Modified: Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing. **Key changes:** - Reworded sentence: "Our indebtedness as of December 31, 2024 was $9.5 billion." - Reworded sentence: "If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.We depend on the availability of adequate capital to maintain and develop our business." - Reworded sentence: "Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.RISKS RELATED TO LEGAL AND REGULATORY MATTERSWe operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada." - Reworded sentence: "There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed.Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations." - Reworded sentence: "If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.We depend on the availability of adequate capital to maintain and develop our business." **Prior (2024):** Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including 24 24 24 conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings.Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing.Our indebtedness as of December 31, 2023 was $10.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program.Our leverage and reliance on the capital markets could:•reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness;•increase our exposure to a continued downturn in general economic conditions;•place us at a competitive disadvantage compared with our competitors with less debt;•affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and•increase our cost of debt and reduce or eliminate our ability to issue commercial paper.In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.RISKS RELATED TO LEGAL AND REGULATORY MATTERSWe operate in a highly regulated industry and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.We operate in a highly regulated industry and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks.Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings.Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing.Our indebtedness as of December 31, 2023 was $10.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program.Our leverage and reliance on the capital markets could:•reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness;•increase our exposure to a continued downturn in general economic conditions;•place us at a competitive disadvantage compared with our competitors with less debt;•affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and•increase our cost of debt and reduce or eliminate our ability to issue commercial paper.In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings. **Current (2025):** Our indebtedness as of December 31, 2024 was $9.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program. Our leverage and reliance on the capital markets could: •reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; •increase our exposure to a continued downturn in general economic conditions; •place us at a competitive disadvantage compared with our competitors with less debt; •affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and •increase our cost of debt and reduce or eliminate our ability to issue commercial paper. 23 23 23 In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.RISKS RELATED TO LEGAL AND REGULATORY MATTERSWe operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks.Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed.Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements.In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness. In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding. --- ## Modified: Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters. **Key changes:** - Reworded sentence: "We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere." - Reworded sentence: "We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures." - Reworded sentence: "Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources." - Reworded sentence: "We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures." **Prior (2024):** We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. 29 29 29 Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters. We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures, on our website, in our filings with the SEC and elsewhere. These initiatives, goals, or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. We could fail to achieve, or be perceived to fail to achieve, these initiatives, goals, or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our ESG-related disclosures. Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively.To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources.Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.GENERAL RISK FACTORSWe are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries' ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:•economic, political and geopolitical market conditions;•natural disasters, terrorism, pandemics, war or other catastrophes;•broad trends in finance and technology;•changes in price levels and volatility in the stock markets;•the level and volatility of interest rates;•volatility in commodity markets, including the energy markets;•inflation;•disruptions or delays in our supply chains; Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters. We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures, on our website, in our filings with the SEC and elsewhere. These initiatives, goals, or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. We could fail to achieve, or be perceived to fail to achieve, these initiatives, goals, or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our ESG-related disclosures. Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively.To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending **Current (2025):** We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. Our initiatives could fail to achieve, or be perceived to fail to achieve, these goals or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures. Our actual or perceived failure to achieve, or stakeholder dissatisfaction of, our sustainability-related goals or commitments could negatively impact our reputation or otherwise materially harm our business. Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively.To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources. Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. Our initiatives could fail to achieve, or be perceived to fail to achieve, these goals or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures. Our actual or perceived failure to achieve, or stakeholder dissatisfaction of, our sustainability-related goals or commitments could negatively impact our reputation or otherwise materially harm our business. --- ## Modified: We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities. **Key changes:** - Added sentence: "We face risks related to compliance with economic sanctions (including those administered by the U.S." - Added sentence: "Office of Foreign Assets Control), export controls, corruption (including the U.S." - Added sentence: "Foreign Corrupt Practices Act) and money laundering." - Added sentence: "While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance." - Added sentence: "Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction." **Prior (2024):** Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies. We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering. Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations. **Current (2025):** Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies. We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations.We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest.We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of "for-profit" markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation.Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union's Market Abuse Regulation and other applicable laws. As previously disclosed, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse, which resulted in Nasdaq Stockholm paying an administrative fine to the SFSA of 100 million SEK, or $9 million, during 2024. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering. Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations. --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "Section 31 fees Section 31 fees U.S." - Reworded sentence: "Section 31 fees increased in 2024 compared with the same period in 2023 primarily due to higher average SEC fee rates as a result of an increase in the SEC fee rate in May 2024." - Reworded sentence: "Year Ended December 31, 202420232022U.S." - Reworded sentence: "Tape PlansThe following table presents revenues from our U.S." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: Our role in the global marketplace positions us at greater risk for a cyberattack. **Key changes:** - Reworded sentence: "Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches." - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "A system breach may go undetected for an extended period of time.Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.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." - Reworded sentence: "We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures." **Prior (2024):** Our systems and operations are vulnerable to damage or disruption from security breaches. Due to our adoption of a hybrid work environment, we have a broader and more distributed network footprint and increased reliance on the home networks of employees, and such remote work may cause heightened cybersecurity and operational risks. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. 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 from stolen data. Computer malware, such as viruses and worms, also continue to be a threat with ransomware increasingly being used by criminals to extort money. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we continue to employ and invest additional resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed. Any system issue, whether as a result of an intentional breach, collateral damage from a new virus or a non-malicious act, the use of artificial intelligence 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 20 20 20 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. Further, cybersecurity incidents that impact our vendors and other third parties that support our organization and industry could directly or indirectly impact us. For example, a data breach involving one of our vendors occurred in 2023, and was identified and mitigated by the vendor before material damage to Nasdaq occurred. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time. Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.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 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 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. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results. Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premise solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.Our artificial intelligence initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results. We are making significant investments in artificial intelligence, or AI, including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, investor relations and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of new or enhanced laws or regulations, for which compliance may be costly and burdensome or involve litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results.Failure to attract and retain key personnel may adversely affect our ability to conduct our business.Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in 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. Further, cybersecurity incidents that impact our vendors and other third parties that support our organization and industry could directly or indirectly impact us. For example, a data breach involving one of our vendors occurred in 2023, and was identified and mitigated by the vendor before material damage to Nasdaq occurred. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time. Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.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 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 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. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results. Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premise solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms to remain competitive as well as to 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. Further, cybersecurity incidents that impact our vendors and other third parties that support our organization and industry could directly or indirectly impact us. For example, a data breach involving one of our vendors occurred in 2023, and was identified and mitigated by the vendor before material damage to Nasdaq occurred. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time. **Current (2025):** Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. 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. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. 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. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time.Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.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. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results. Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms and, where relevant, 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. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time. --- ## Modified: Basis for Opinion **Key changes:** - Reworded sentence: "These financial statements are the responsibility of the Company's management." - Reworded sentence: "The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.Calypso and AxiomSL on-premises license revenue recognitionDescription of the MatterAs described in Note 2 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively." **Prior (2024):** The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of 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. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting 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.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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./s/ Ernst & Young LLPNew York, New YorkFebruary 21, 2024 We conducted our audit in accordance with the standards of 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. We believe that our audit provides a reasonable basis for our opinion. **Current (2025):** The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of 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. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting 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.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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./s/ Ernst & Young LLPNew York, New YorkFebruary 21, 2025 --- ## Modified: We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future. **Key changes:** - Reworded sentence: "Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future." - Reworded sentence: "However, there are inherent uncertainties in these estimates." - Reworded sentence: "A significant impairment charge in the future could have a material adverse effect on our operating results." - Reworded sentence: "Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business.Furthermore, any future transactions could entail a number of additional risks, including:•the inability to maintain key pre-transaction business relationships;•increased operating costs;•the inability to meet our target for return on invested capital;•increased debt obligations, which may adversely affect our targeted debt ratios; •changes in our credit rating and financing costs;•risks to the continued achievement of our strategic direction;•risks associated with divesting employees, customers or vendors when divesting businesses or assets;•declines in the value of investments;•exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company; and•difficulties in realizing projected efficiencies and synergies.RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCESA downgrade of our credit rating could increase the cost of our funding from the capital markets.Our debt is currently rated investment grade by two of the major rating agencies." - Reworded sentence: "Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities." **Prior (2024):** We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair the delivery of our services and harm our business. To the extent that any of our vendors or other third-party service providers experiences difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or is unable for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results. For example, in 2023, we continued to migrate our North American markets to AWS in a phased approach, as we added two additional exchanges to our cloud-enabled infrastructure. AWS operates a platform that we use to provide services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results. We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected. 23 23 23 We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2023, goodwill totaled $14.1 billion and intangible assets, net of accumulated amortization, totaled $7.4 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2023, 2022 and 2021.We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results.Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities.Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business.Furthermore, any future transactions could entail a number of additional risks, including:•the inability to maintain key pre-transaction business relationships;•increased operating costs;•the inability to meet our target for return on invested capital;•increased debt obligations, which may adversely affect our targeted debt ratios; •risks to the continued achievement of our strategic direction;•risks associated with divesting employees, customers or vendors when divesting businesses or assets;•declines in the value of investments;•exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company;•difficulties in realizing projected efficiencies, synergies and cost savings; and•changes in our credit rating and financing costs.RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCESA downgrade of our credit rating could increase the cost of our funding from the capital markets.Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2023, goodwill totaled $14.1 billion and intangible assets, net of accumulated amortization, totaled $7.4 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2023, 2022 and 2021.We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results.Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities.Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us. **Current (2025):** Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2024, goodwill totaled $14.0 billion and intangible assets, net of accumulated amortization, totaled $6.9 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates. There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022. We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results. 22 22 22 Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities.Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business.Furthermore, any future transactions could entail a number of additional risks, including:•the inability to maintain key pre-transaction business relationships;•increased operating costs;•the inability to meet our target for return on invested capital;•increased debt obligations, which may adversely affect our targeted debt ratios; •changes in our credit rating and financing costs;•risks to the continued achievement of our strategic direction;•risks associated with divesting employees, customers or vendors when divesting businesses or assets;•declines in the value of investments;•exposure to unanticipated liabilities, including after a transaction is completed; •incurred but unreported claims for an acquired company; and•difficulties in realizing projected efficiencies and synergies.RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCESA downgrade of our credit rating could increase the cost of our funding from the capital markets.Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings.Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing.Our indebtedness as of December 31, 2024 was $9.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program.Our leverage and reliance on the capital markets could:•reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness;•increase our exposure to a continued downturn in general economic conditions;•place us at a competitive disadvantage compared with our competitors with less debt;•affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and•increase our cost of debt and reduce or eliminate our ability to issue commercial paper. Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities.Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business.Furthermore, any future transactions could entail a number of additional risks, including:•the inability to maintain key pre-transaction business relationships;•increased operating costs;•the inability to meet our target for return on invested capital;•increased debt obligations, which may adversely affect our targeted debt ratios; •changes in our credit rating and financing costs;•risks to the continued achievement of our strategic direction;•risks associated with divesting employees, customers or vendors when divesting businesses or assets;•declines in the value of investments; --- ## Modified: Earnings Per Share **Key changes:** - Reworded sentence: "Pension, SERP and Other Post-Retirement Benefit PlansIn June 2023, we terminated our U.S." - Reworded sentence: "Granted but unvested shares are generally forfeited upon termination of employment.Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled.Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period." **Prior (2024):** We present both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which primarily consist of restricted stock, PSUs, and employee stock options. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. Shares which are considered contingently issuable are included in the computation of dilutive earnings per share on a weighted average basis when management determines the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. See Note 13, "Earnings Per Share," for further discussion. Pension and Post-Retirement BenefitsPension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a regular basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, mortality rate, healthcare cost trend rate, retirement age assumption, our historical assumptions compared with actual results and analysis of current market conditions and asset allocations. See Note 10, "Retirement Plans," for further discussion.Discount rates used for pension and other post-retirement benefit plan calculations are evaluated annually and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit obligations as they come due. Actuarial assumptions are based upon management's best estimates and judgment.The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on significant shifts in economic and financial market conditions. The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for various asset classes. While we consider the pension plans' recent performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset categories represent a long-term prospective return.Share-Based CompensationNasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model.We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment.Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled. **Current (2025):** We present both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which primarily consist of restricted stock, PSUs, and employee stock options. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. Shares which are considered contingently issuable are included in the computation of dilutive earnings per share on a weighted average basis when management determines the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. See Note 13, "Earnings Per Share," for further discussion. Pension, SERP and Other Post-Retirement Benefit PlansIn June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company. This process was completed in 2024. See Note 10, "Retirement Plans," for further discussion.We maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The nonqualified SERPs and other post-retirement benefit plans are measured using actuarial valuations. Actuarial gains and losses are recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. We assess our nonqualified SERPs and other post-retirement benefit plan assumptions on an annual basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, which is modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefit obligations as they come due. Actuarial assumptions are based upon management's best estimates and judgment. See Note 10, "Retirement Plans," for further discussion.Share-Based CompensationNasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model.We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment.Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled.Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income. --- ## Modified: Business Combination **Key changes:** - Reworded sentence: "Within one year from the date of acquisition, we may update the value allocated to the assets acquired and 54 54 54 liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase.We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed." - Reworded sentence: "The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain.In the third quarter of 2024 we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above, and disclosed as of December 31, 2023." - Reworded sentence: "We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital Access Platforms, Financial Technology and Market Services segments.When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test." - Reworded sentence: "In the third quarter of 2024 we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above, and disclosed as of December 31, 2023." **Prior (2024):** We account for business acquisitions under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Within one year from the date of acquisition, we may update the value allocated to the assets acquired and liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates.Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain.See Note 4, "Acquisitions," to the consolidated financial statements for further discussion of the Adenza Acquisition.During 2023, 2022 and 2021, we have not recorded any material measurement period adjustments to purchase price allocations.Goodwill, Indefinite-Lived Intangible Assets and Related Impairment TestingGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. In November 2023, following the acquisition of Adenza, we refined our divisional structure. Our three previous reportable segments, Market Platforms, Capital Access Platforms and Anti-Financial Crime, have been changed to align with our new corporate structure that includes the following three segments: Capital Access Platforms, Financial Technology and Market Services. Under ASC 350-20, "Intangibles Goodwill and Other," when a company reorganizes its reporting structure, an impairment test must be performed both before and after the change, and goodwill must be reassigned to reporting units. Accordingly, goodwill was reassigned based on relative fair value of each reporting unit. We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain. See Note 4, "Acquisitions," to the consolidated financial statements for further discussion of the Adenza Acquisition. During 2023, 2022 and 2021, we have not recorded any material measurement period adjustments to purchase price allocations. **Current (2025):** We account for business acquisitions under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Within one year from the date of acquisition, we may update the value allocated to the assets acquired and 54 54 54 liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase.We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates.Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain.In the third quarter of 2024 we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above, and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. During 2023 and 2022, we have not recorded any material measurement period adjustments to purchase price allocations.See Note 4, "Acquisition," to the consolidated financial statements for further discussion of the Adenza Acquisition.Goodwill, Indefinite-Lived Intangible Assets and Related Impairment TestingGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital Access Platforms, Financial Technology and Market Services segments.When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value or the indefinite-lived intangible asset's fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments.In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.The following table presents the carrying value of goodwill for our reportable segments at the time of our 2024 annual impairment test: October 1, 2024(in millions)Capital Access Platforms$4,210 Financial Technology 7,945 Market Services2,010 $14,165 liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase.We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates.Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain.In the third quarter of 2024 we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above, and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. During 2023 and 2022, we have not recorded any material measurement period adjustments to purchase price allocations.See Note 4, "Acquisition," to the consolidated financial statements for further discussion of the Adenza Acquisition.Goodwill, Indefinite-Lived Intangible Assets and Related Impairment TestingGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain. In the third quarter of 2024 we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above, and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. During 2023 and 2022, we have not recorded any material measurement period adjustments to purchase price allocations. See Note 4, "Acquisition," to the consolidated financial statements for further discussion of the Adenza Acquisition. --- ## Modified: Goodwill and Indefinite-Lived Intangible Assets **Key changes:** - Reworded sentence: "We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a F-13 F-13 F-13 specific right or contract is acquired." - Reworded sentence: "There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022." - Removed sentence: "F-13 F-13 F-13 Other Long-Lived AssetsWe review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable." - Removed sentence: "The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset." - Removed sentence: "Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques." **Prior (2024):** Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future. F-13 F-13 F-13 Other Long-Lived AssetsWe review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. There were no material finite-lived impairment charges in 2023 and 2022. We recorded pre-tax, non-cash finite-lived intangible assets impairment charges of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition. In addition, we also recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $8 million in 2022, and $4 million in 2021.Revenue Recognition and Transaction-Based ExpensesRevenue From Contracts With CustomersOur revenue recognition policies under "Revenue from Contracts with Customers (Topic 606)," are described in the following paragraphs.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which are net of an allowance for credit losses of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. The activity during the period relating to changes in the allowance for credit losses was immaterial. We do not have obligations for warranties, returns or refunds to customers.The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2023 and 2022. See Note 8, "Deferred Revenue," for our discussion of deferred revenue balances, activity, and expected timing of recognition. See "Revenue Recognition" below for further descriptions of our revenue contracts.Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices.Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers.Revenue RecognitionOur primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.Capital Access PlatformsData and ListingsData revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on the number of data subscribers and distributors of our data. Data revenues are subscription-based and are recognized on a monthly basis. Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule), as well as a customer's material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration. Other Long-Lived AssetsWe review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. There were no material finite-lived impairment charges in 2023 and 2022. We recorded pre-tax, non-cash finite-lived intangible assets impairment charges of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition. In addition, we also recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $8 million in 2022, and $4 million in 2021.Revenue Recognition and Transaction-Based ExpensesRevenue From Contracts With CustomersOur revenue recognition policies under "Revenue from Contracts with Customers (Topic 606)," are described in the following paragraphs.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which are net of an allowance for credit losses of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. The activity during the period relating to changes in the allowance for credit losses was immaterial. We do not have obligations for warranties, returns or refunds to customers.The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2023 and 2022. See Note 8, "Deferred Revenue," for our **Current (2025):** Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a F-13 F-13 F-13 specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future.Other Long-Lived AssetsWe review our other long-lived assets, such as finite-lived intangible assets, property and equipment and operating lease assets, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We fully impair our lease assets for locations that we vacate with no intention to sublease. There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023, and $8 million in 2022. See Note 20, "Restructuring Charges," for further discussion. There were no material operating lease assets impairments in 2024 and 2022. As a result of the review of our real estate and facility capacity requirements, for the year ended December 31, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment. See Note 16, "Leases," for further discussion. Revenue Recognition and Transaction-Based ExpensesRevenue From Contracts With CustomersOur revenue recognition policies under FASB ASC Topic 606, "Revenue from Contracts with Customers," or Topic 606, are described in the following paragraphs.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables which are net of an allowance for credit losses. We do not have obligations for warranties, returns or refunds to customers.The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, financial crime management technology, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2024 and 2023. See Note 8, "Deferred Revenue," for our discussion of deferred revenue balances, activity, and expected timing of recognition. See "Revenue Recognition" below for further descriptions of our revenue contracts. specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future.Other Long-Lived AssetsWe review our other long-lived assets, such as finite-lived intangible assets, property and equipment and operating lease assets, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We fully impair our lease assets for locations that we vacate with no intention to sublease. specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future. --- ## Modified: Trade Names **Key changes:** - Reworded sentence: "As part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names." - Reworded sentence: "These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above.The unaudited supplemental pro forma financial information for the periods presented is as follows:Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812" **Prior (2024):** From the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income. Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income. Supplemental Pro Forma Information (Unaudited) The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above. The unaudited supplemental pro forma financial information for the periods presented is as follows:Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812 2022 AcquisitionIn June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. Metrio is part of our Workflow & Insights business in our Capital Access Platforms segment. The consolidated financial statements for the years ended December 31, 2023 and 2022 include the financial results of the Metrio acquisition from the date of the acquisition. Pro forma financial results have not been presented as this acquisition was not material to our financial results.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income. The unaudited supplemental pro forma financial information for the periods presented is as follows: Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812 Pro forma revenues less transaction-based expenses Pro forma operating income Pro forma net income attributable to Nasdaq **Current (2025):** As part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq. Methodology The AxiomSL and Calypso trade names were valued using the income approach, specifically the relief-from-royalty method as discussed above in "Technology." Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade names relative to the overall business as discussed above in "Customer Relationships." Pro Forma Results and Acquisition-Related CostsFrom the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.Supplemental Pro Forma Information (Unaudited)The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above.The unaudited supplemental pro forma financial information for the periods presented is as follows:Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812 --- ## Modified: Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business. **Key changes:** - Reworded sentence: "In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market 25 25 25 structure, technological oversight and fees for proprietary market data, connectivity and transactions." - Removed sentence: "In December 2022, the SEC proposed significant rule changes that, if adopted in their current form, would substantially alter how stocks are traded in the United States." - Removed sentence: "In October 2023, the SEC proposed to require exchanges to modify their pricing practices for certain types of transactions." - Removed sentence: "While we and other market participants have the opportunity to submit comments on these proposals, and we will adjust our business model in accordance with any new SEC regulations implemented, the adoption of these proposals regarding trading may negatively impact our business and revenue." - Reworded sentence: "In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity." **Prior (2024):** Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. In December 2022, the SEC proposed significant rule changes that, if adopted in their current form, would substantially alter how stocks are traded in the United States. In October 2023, the SEC proposed to require exchanges to modify their pricing practices for certain types of transactions. While we and other market participants have the opportunity to submit comments on these proposals, and we will adjust our business model in accordance with any new SEC regulations implemented, the adoption of these proposals regarding trading may negatively impact our business and revenue. With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In May 2020, the SEC adopted an order to require changes to the governance of securities information processors. In December 2020, the SEC adopted a rule to modify the infrastructure for the collection, consolidation and dissemination of market data for exchange-listed national market stocks. In 2022, the U.S. Court of Appeals for District of Columbia Circuit vacated portions of the governance order but upheld the remainder of the SEC's 2022 actions. If the remaining aspects of the order and rule are fully implemented, they may adversely affect our revenues. The timing for the implementation is currently unknown, and we believe they may take two or more years to fully implement. If the remaining aspects of the order and rule are ultimately implemented as set forth in their adopting releases, demand for certain of our proprietary tape share data products may be reduced, or we may have to reduce our pricing to compete with other entrants into the market for consolidated data. Our opponents in some markets are larger and better funded and, if successful in influencing certain policies, may successfully advocate for positions that adversely impact our business. These regulatory changes could impose significant costs, including litigation costs, and other obligations on the operation of our exchanges and processor systems and have other impacts on our business.In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post- trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues. With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In May 2020, the SEC adopted an order to require changes to the governance of securities information processors. In December 2020, the SEC adopted a rule to modify the infrastructure for the collection, consolidation and dissemination of market data for exchange-listed national market stocks. In 2022, the U.S. Court of Appeals for District of Columbia Circuit vacated portions of the governance order but upheld the remainder of the SEC's 2022 actions. If the remaining aspects of the order and rule are fully implemented, they may adversely affect our revenues. The timing for the implementation is currently unknown, and we believe they may take two or more years to fully implement. If the remaining aspects of the order and rule are ultimately implemented as set forth in their adopting releases, demand for certain of our proprietary tape share data products may be reduced, or we may have to reduce our pricing to compete with other entrants into the market for consolidated data. Our opponents in some markets are larger and better funded and, if successful in influencing certain policies, may successfully advocate for positions that adversely impact our business. These regulatory changes could impose significant costs, including litigation costs, and other obligations on the operation of our exchanges and processor systems and have other impacts on our business. In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post- trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues. 27 27 27 We are subject to litigation risks and other liabilities.Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations.We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest.We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of "for-profit" markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation.Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union's Market Abuse Regulation and other applicable laws. As further described in Note 18, "Commitments, Contingencies and Guarantees" to the consolidated financial statements of this Form 10-K, during 2023, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation.Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.Our business operates certain systems that may be considered "critical infrastructure" under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance. We are subject to litigation risks and other liabilities.Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations.We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest.We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of "for-profit" markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation. **Current (2025):** Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market 25 25 25 structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity. Nasdaq has petitioned the U.S. Court of Appeals for the District of Columbia Circuit to vacate the proposed rule. While we will adjust our business model in accordance with the new rule if it is not vacated, the implementation of the rule may adversely impact our business and revenue. In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post-trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues.We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities.Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations.We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest.We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of "for-profit" markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation.Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union's Market Abuse Regulation and other applicable laws. As previously disclosed, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse, which resulted in Nasdaq Stockholm paying an administrative fine to the SFSA of 100 million SEK, or $9 million, during 2024. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity. Nasdaq has petitioned the U.S. Court of Appeals for the District of Columbia Circuit to vacate the proposed rule. While we will adjust our business model in accordance with the new rule if it is not vacated, the implementation of the rule may adversely impact our business and revenue. In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post-trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues.We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities.Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies. structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity. Nasdaq has petitioned the U.S. Court of Appeals for the District of Columbia Circuit to vacate the proposed rule. While we will adjust our business model in accordance with the new rule if it is not vacated, the implementation of the rule may adversely impact our business and revenue. In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post-trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues. --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest. **Key changes:** - Reworded sentence: "As previously disclosed, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse, which resulted in Nasdaq Stockholm paying an administrative fine to the SFSA of 100 million SEK, or $9 million, during 2024." - Reworded sentence: "Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world." - Reworded sentence: "Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services." **Prior (2024):** We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of "for-profit" markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation. Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union's Market Abuse Regulation and other applicable laws. As further described in Note 18, "Commitments, Contingencies and Guarantees" to the consolidated financial statements of this Form 10-K, during 2023, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation.Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.Our business operates certain systems that may be considered "critical infrastructure" under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance. Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union's Market Abuse Regulation and other applicable laws. As further described in Note 18, "Commitments, Contingencies and Guarantees" to the consolidated financial statements of this Form 10-K, during 2023, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. **Current (2025):** We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of "for-profit" markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation. Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union's Market Abuse Regulation and other applicable laws. As previously disclosed, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse, which resulted in Nasdaq Stockholm paying an administrative fine to the SFSA of 100 million SEK, or $9 million, during 2024. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. 26 26 26 Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.Our business operates certain systems that may be considered "critical infrastructure" under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services. Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S. citizen employees of U.S. companies may adversely affect our results of operations.Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries.RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATIONDamage to our reputation or brand name could have a material adverse effect on our businesses.One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to:•our ability to maintain the security of our data and systems;•the quality and reliability of our technology platforms and systems; •the ability to fulfill our regulatory obligations; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;•the representation of our business in the media;•the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures;•the accuracy of our financial guidance or other information provided to our investors;•the quality of our corporate governance structure;•the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.Our business operates certain systems that may be considered "critical infrastructure" under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or --- ## Modified: Acquired Intangible Assets **Key changes:** - Reworded sentence: "The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: December 31, 2024December 31, 2023Finite-Lived Intangible Assets(in millions)Gross AmountTechnology$1,234 $1,254 Customer relationships5,720 5,743 Trade names and other417 417 Foreign currency translation adjustment(237)(194)Total gross amount$7,134 $7,220 Accumulated AmortizationTechnology$(348)$(169)Customer relationships(1,164)(912)Trade names and other(43)(21)Foreign currency translation adjustment153 120 Total accumulated amortization$(1,402)$(982)Net AmountTechnology$886 $1,085 Customer relationships4,556 4,831 Trade names and other374 396 Foreign currency translation adjustment(84)(74)Total finite-lived intangible assets$5,732 $6,238 Indefinite-Lived Intangible AssetsExchange and clearing registrations$1,257 $1,257 Trade names121 121 Licenses52 52 Foreign currency translation adjustment(257)(225)Total indefinite-lived intangible assets$1,173 $1,205 Total intangible assets, net$6,905 $7,443 There was no impairment of intangible assets for the years ended December 31, 2024, 2023 and 2022." - Reworded sentence: "No material impairments were recorded for the years ended December 31, 2024, 2023 and 2022.Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments was $16 million, $(7) million and $31 million for the years ended December 31, 2024, 2023 and 2022, respectively.Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets." - Reworded sentence: "No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2024, 2023 and 2022." - Reworded sentence: "No material impairments were recorded for the years ended December 31, 2024, 2023 and 2022.Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments was $16 million, $(7) million and $31 million for the years ended December 31, 2024, 2023 and 2022, respectively.Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets." **Prior (2024):** The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: December 31, 2023December 31, 2022Finite-Lived Intangible Assets(in millions)Gross AmountTechnology$1,254 $304 Customer relationships5,743 2,005 Trade names and other417 60 Foreign currency translation adjustment(194)(209)Total gross amount$7,220 $2,160 Accumulated AmortizationTechnology$(169)$(97)Customer relationships(912)(778)Trade names and other(21)(17)Foreign currency translation adjustment120 120 Total accumulated amortization$(982)$(772)Net AmountTechnology$1,085 $207 Customer relationships4,831 1,227 Trade names and other396 43 Foreign currency translation adjustment(74)(89)Total finite-lived intangible assets$6,238 $1,388 Indefinite-Lived Intangible AssetsExchange and clearing registrations$1,257 $1,257 Trade names121 121 Licenses52 52 Foreign currency translation adjustment(225)(237)Total indefinite-lived intangible assets$1,205 $1,193 Total intangible assets, net$7,443 $2,581 There was no impairment of indefinite-lived intangible assets for 2023, 2022 and 2021. There were no material finite-lived impairment charges in 2023, 2022 and 2021. F-23 F-23 F-23 The following table presents our amortization expense for acquired finite-lived intangible assets:Year EndedDecember 31,202320222021(in millions)Amortization expense$206 $153 $170 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $74 million as of December 31, 2023) of acquired finite-lived intangible assets as of December 31, 2023:(in millions)2024$501 2025497 2026494 2027494 2028460 2029+3,866 Total$6,312 6. INVESTMENTSThe following table presents the details of our investments:December 31, 2023December 31, 2022(in millions)Financial investments$188 $181 Equity method investments380 390 Equity securities87 86 Financial InvestmentsFinancial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.Equity Method InvestmentsWe record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of December 31, 2023 and 2022, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2023, 2022 and 2021.Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC and NPM, was $(7) million, $31 million, and $52 million for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2023, equity interest in the earnings of OCC was offset by our equity interest in the loss of NPM and another equity method investment. For the year ended December 31, 2022, lower equity interest in the earnings of OCC, as compared to 2021, was primarily driven by a reduction in the clearing fee rate that OCC charges its customers, partially offset by elevated U.S. industry trading volumes.Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 and December 31, 2022, our equity securities primarily represent various strategic investments made through our corporate venture program.7. PROPERTY AND EQUIPMENT, NETThe following table presents our major categories of property and equipment, net: Year Ended December 31, 20232022 (in millions)Data processing equipment and software$913 $786 Furniture, equipment and leasehold improvements325 305 Total property and equipment1,238 1,091 Less: accumulated depreciation and amortization and impairment charges(662)(559)Total property and equipment, net$576 $532 Depreciation and amortization expense for property and equipment was $117 million for the year ended December 31, 2023, $105 million for the year ended December 31, 2022, and $108 million for the year ended December 31, 2021. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. The following table presents our amortization expense for acquired finite-lived intangible assets:Year EndedDecember 31,202320222021(in millions)Amortization expense$206 $153 $170 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $74 million as of December 31, 2023) of acquired finite-lived intangible assets as of December 31, 2023:(in millions)2024$501 2025497 2026494 2027494 2028460 2029+3,866 Total$6,312 6. INVESTMENTSThe following table presents the details of our investments:December 31, 2023December 31, 2022(in millions)Financial investments$188 $181 Equity method investments380 390 Equity securities87 86 Financial InvestmentsFinancial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.Equity Method InvestmentsWe record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of December 31, 2023 and 2022, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2023, 2022 and 2021. The following table presents our amortization expense for acquired finite-lived intangible assets: Year EndedDecember 31,202320222021(in millions)Amortization expense$206 $153 $170 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $74 million as of December 31, 2023) of acquired finite-lived intangible assets as of December 31, 2023: (in millions)2024$501 2025497 2026494 2027494 2028460 2029+3,866 Total$6,312 **Current (2025):** The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: December 31, 2024December 31, 2023Finite-Lived Intangible Assets(in millions)Gross AmountTechnology$1,234 $1,254 Customer relationships5,720 5,743 Trade names and other417 417 Foreign currency translation adjustment(237)(194)Total gross amount$7,134 $7,220 Accumulated AmortizationTechnology$(348)$(169)Customer relationships(1,164)(912)Trade names and other(43)(21)Foreign currency translation adjustment153 120 Total accumulated amortization$(1,402)$(982)Net AmountTechnology$886 $1,085 Customer relationships4,556 4,831 Trade names and other374 396 Foreign currency translation adjustment(84)(74)Total finite-lived intangible assets$5,732 $6,238 Indefinite-Lived Intangible AssetsExchange and clearing registrations$1,257 $1,257 Trade names121 121 Licenses52 52 Foreign currency translation adjustment(257)(225)Total indefinite-lived intangible assets$1,173 $1,205 Total intangible assets, net$6,905 $7,443 There was no impairment of intangible assets for the years ended December 31, 2024, 2023 and 2022. The following tables present our amortization expense for acquired finite-lived intangible assets: Year Ended December 31,202420232022(in millions)Amortization expense$488 $206 $153 F-24 F-24 F-24 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $84 million as of December 31, 2024) of acquired finite-lived intangible assets as of December 31, 2024:(in millions)2025$499 2026494 2027494 2028460 2029420 2030+3,449 Total$5,816 6. INVESTMENTSThe following table presents the details of our investments:December 31, 2024December 31, 2023(in millions)Financial investments$184 $188 Equity method investments417 380 Equity securities121 87 Financial InvestmentsFinancial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.Equity Method InvestmentsWe record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of December 31, 2024 and 2023, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2024, 2023 and 2022.Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments was $16 million, $(7) million and $31 million for the years ended December 31, 2024, 2023 and 2022, respectively.Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2024, 2023 and 2022. As of December 31, 2024 and December 31, 2023, our equity securities primarily represent various strategic minority investments made through our corporate venture program.7. PROPERTY AND EQUIPMENT, NETThe following table presents our major categories of property and equipment, net: December 31, 2024December 31, 2023 (in millions)Data processing equipment and software$905 $913 Furniture, equipment and leasehold improvements294 325 Total property and equipment1,199 1,238 Less: accumulated depreciation and amortization and impairment charges(606)(662)Total property and equipment, net$593 $576 Depreciation and amortization expense for property and equipment was $125 million for the year ended December 31, 2024, $117 million for the year ended December 31, 2023, and $105 million for the year ended December 31, 2022. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income.We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, "Restructuring Charges," for further discussion. There were no other material impairments of property and equipment recorded in 2024, 2023 and 2022. As of December 31, 2024, 2023 and 2022, we did not own any real estate properties. The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $84 million as of December 31, 2024) of acquired finite-lived intangible assets as of December 31, 2024:(in millions)2025$499 2026494 2027494 2028460 2029420 2030+3,449 Total$5,816 6. INVESTMENTSThe following table presents the details of our investments:December 31, 2024December 31, 2023(in millions)Financial investments$184 $188 Equity method investments417 380 Equity securities121 87 Financial InvestmentsFinancial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.Equity Method InvestmentsWe record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of December 31, 2024 and 2023, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2024, 2023 and 2022.Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments was $16 million, $(7) million and $31 million for the years ended December 31, 2024, 2023 and 2022, respectively.Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2024, 2023 and 2022. As of December 31, 2024 and December 31, 2023, our equity securities primarily represent various strategic minority investments made through our corporate venture program. The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $84 million as of December 31, 2024) of acquired finite-lived intangible assets as of December 31, 2024: (in millions)2025$499 2026494 2027494 2028460 2029420 2030+3,449 Total$5,816 --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Year Ended December 31,Cash flows from operating activities:202420232022Net income$1,115 $1,057 $1,123 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization613 323 258 Share-based compensation141 122 106 Deferred income taxes(67)68 38 Extinguishment of debt and bridge fees3 25 16 Non-cash restructuring charges37 12 - Net (income) loss from unconsolidated investees(16)7 (31)Operating lease asset impairments - 13 - Adenza purchase accounting adjustment32 - - Other reconciling items included in net income35 30 28 Net change in operating assets and liabilities:Receivables, net(193)3 (101)Other assets(50)9 98 Accounts payable and accrued expenses(60)149 19 Section 31 fees payable to SEC235 (160)181 Accrued personnel costs34 13 - Deferred revenue67 88 16 Other liabilities13 (63)(45)Net cash provided by operating activities1,939 1,696 1,706 Cash flows from investing activities:Purchases of securities(206)(712)(322)Proceeds from sales and redemptions of securities199 719 320 Acquisition of businesses, net of cash and cash equivalents acquired - (5,766)(41)Purchases of property and equipment(207)(158)(152)Investments related to default funds and margin deposits, net(1)(707)(74)211 Other investing activities(32)(3)33 Net cash provided by (used in) investing activities(953)(5,994)49 Cash flows from financing activities:Proceeds from (repayments of) commercial paper, net(291)(371)238 Repayments of debt and credit commitment (521)(260)(1,097)Proceeds from issuances of debt, net of issuance costs - 5,608 541 Repurchases of common stock(145)(269)(308)ASR agreement - - (325)Dividends paid(541)(441)(383)Payments related to employee shares withheld for taxes(60)(72)(78)Default funds and margin deposits(1,030)22 2,440 Other financing activities27 3 8 Net cash provided by (used in) financing activities(2,561)4,220 1,036 Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents(537)202 (1,293)Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents(2,112)124 1,498 Cash and cash equivalents, restricted cash and cash equivalents at beginning of period7,118 6,994 5,496 Cash and cash equivalents, restricted cash and cash equivalents at end of period$5,006 $7,118 $6,994 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash EquivalentsCash and cash equivalents$592 $453 $502 Restricted cash and cash equivalents31 20 22 Restricted cash and cash equivalents (default funds and margin deposits)4,383 6,645 6,470 Total$5,006 $7,118 $6,994 Supplemental Disclosure Cash Flow InformationInterest paid$405 $177 $116 Income taxes paid, net of refund$358 $254 $274 __________________________ Investments related to default funds and margin deposits, net(1) Proceeds from (repayments of) commercial paper, net Cash and cash equivalents, restricted cash and cash equivalents at beginning of period (1) Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations." **Prior (2024):** Year Ended December 31, 202320222021Net income$1,057 $1,123 $1,187 Other comprehensive income (loss): Foreign currency translation gains (losses)39 (375)(176)Income tax benefit (expense)(1)18 (32)(42)Foreign currency translation, net57 (407)(218)Net unrealized gain from cash flow hedges2 - - Employee benefit plan adjustment gains (losses)11 5 (1)Employee benefit plan income tax provision(3)(2) - Employee benefit plan, net8 3 (1)Total other comprehensive income (loss), net of tax67 (404)(219)Comprehensive income1,124 719 968 Comprehensive loss attributable to noncontrolling interests2 2 - Comprehensive income attributable to Nasdaq$1,126 $721 $968 Other comprehensive income (loss): Foreign currency translation gains (losses) Income tax benefit (expense)(1) Net unrealized gain from cash flow hedges **Current (2025):** Year Ended December 31, 202420232022Net income$1,115 $1,057 $1,123 Other comprehensive income (loss): Foreign currency translation gains (losses)(135)39 (375)Income tax benefit (expense)(1)(45)18 (32)Foreign currency translation, net(180)57 (407)Employee benefit plan adjustment 17 11 5 Income tax expense(4)(3)(2)Employee benefit plan, net13 8 3 Unrealized gain (loss) on derivatives instruments, net(8)2 - Total other comprehensive income (loss), net of tax(175)67 (404)Comprehensive income940 1,124 719 Comprehensive loss attributable to noncontrolling interests2 2 2 Comprehensive income attributable to Nasdaq$942 $1,126 $721 Foreign currency translation gains (losses) Income tax benefit (expense)(1) Income tax expense Unrealized gain (loss) on derivatives instruments, net --- ## Modified: Tax Matters **Key changes:** - Reworded sentence: "The following table presents our income tax provision and effective tax rate: Year Ended December 31,Percentage Change2024202320222024 vs." **Prior (2024):** The following table presents our income tax provision and effective tax rate: Year Ended December 31,Percentage Change2023202220212023 vs. 20222022 vs. 2021(in millions)Income tax provision$344$352$347 (2.3)%1.4 %Effective tax rate24.6 %23.9 %22.6 % **Current (2025):** The following table presents our income tax provision and effective tax rate: Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Income tax provision$334$344$352(2.8)%(2.1)%Effective tax rate23.1 %24.6 %23.9 % --- ## Modified: 4. ACQUISITION **Key changes:** - Reworded sentence: "In June 2023, we entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing." - Reworded sentence: "On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq." - Reworded sentence: "The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.(in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023." - Reworded sentence: "The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued." - Reworded sentence: "The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.(in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023." **Prior (2024):** In June 2023, we entered into a definitive agreement to acquire Adenza Holdings, Inc., or Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued $5.6 billion of debt and entered into a $600 million term loan and used the proceeds for the cash portion of the consideration. See "Senior Unsecured Notes" and "2023 Term Loan" in "Financing of the Adenza Acquisition" of Note 9, "Debt Obligations," for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total of purchase consideration of $9,984 million, which comprises the following: F-20 F-20 F-20 (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to "Common Stock" of Note 12, "Nasdaq Stockholders' Equity." Adenza is part of our Financial Technology segment. The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. (in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of the identifiable intangible assets and income taxes. The allocation of the purchase price will be finalized within one year of the date of acquisition.Intangible AssetsThe following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer RelationshipsTechnologyTrade NamesTotal Acquired Intangible AssetsIntangible asset value (in millions)$3,740 $950 $360 $5,050 Discount rate used9.5 %8.5 %8.5 %Estimated average useful life22 years6 years20 yearsCustomer RelationshipsCustomer relationships represent the contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued.Discount RateThe discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.Technology As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso. MethodologyThe developed technology was valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to "Common Stock" of Note 12, "Nasdaq Stockholders' Equity." Adenza is part of our Financial Technology segment. The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. (in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of the identifiable intangible assets and income taxes. The allocation of the purchase price will be finalized within one year of the date of acquisition. (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 **Current (2025):** In June 2023, we entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued approximately $5.0 billion of debt, and entered into a $600 million term loan, and used the proceeds for the cash portion of the consideration. See "Senior Unsecured Notes" and "2023 Term Loan" in "Financing of the Adenza Acquisition" of Note 9, "Debt Obligations," for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to "Common Stock" of Note 12, "Nasdaq Stockholders' Equity." This acquisition is part of our Financial Technology segment. On July 26, 2024, Nasdaq announced a secondary public offering of 41.6 million shares of our common stock held by Thoma Bravo, which was offered to the public at $65.30 per share. Nasdaq did not receive any proceeds from this offering of the shares held by Thoma Bravo. Concurrently, Nasdaq entered into a share repurchase agreement with Thoma Bravo and repurchased 1.2 million shares of our common stock from this offering. Nasdaq used cash on hand and borrowings under our commercial paper program to fund the share repurchase amount of $77 million. At the completion of these transactions, Thoma Bravo held 42.8 million shares of Nasdaq common stock, representing approximately 7.4% of the outstanding shares of Nasdaq. The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.(in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. In the fourth quarter of 2024, we finalized the purchase accounting for this acquisition.Intangible AssetsThe following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer RelationshipsTechnologyTrade NamesTotal Acquired Intangible AssetsIntangible asset value (in millions)$3,740 $950 $360 $5,050 Discount rate used9.5 %8.5 %8.5 %Estimated average useful life22 years6 years20 yearsCustomer RelationshipsCustomer relationships represent the contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.(in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. In the fourth quarter of 2024, we finalized the purchase accounting for this acquisition. --- ## Modified: CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS **Key changes:** - Reworded sentence: "Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations." - Reworded sentence: "Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below." - Reworded sentence: "The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of December 31, 2024, would not have a material impact on our financial statements." - Reworded sentence: "While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate." **Prior (2024):** Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental commitments under non-cancelable operating leases and other obligations. The following table shows these contractual obligations as of December 31, 2023: Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$16,759 $714 $2,103 $1,651 $12,291 Operating lease obligations616 84 133 113 286 Purchase obligations442 92 130 92 128 Total$17,817 $890 $2,366 $1,856 $12,705 In the preceding table: •Debt obligations by contractual maturity include both principal and interest obligations. As of December 31, 2023, an interest rate of 4.8% was used to compute the amount of the contractual obligations for interest on the 2022 Revolving Credit Facility and 6.7% was used to compute the amount of the contractual obligations for interest on the 2023 Term Loan. For our Euro denominated notes interest is calculated on an actual basis while all other debt is calculated on a 360-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2023. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion. •Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2023, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, "Leases," to the consolidated financial statements for further discussion of our leases. •Purchase obligations primarily represent minimum outstanding obligations due under software license agreements, of which the majority relates to our multi-year AWS partnership contract. Off-Balance Sheet Arrangements For discussion of off-balance sheet arrangements see: • Note 15, "Clearing Operations," to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and • Note 18, "Commitments, Contingencies and Guarantees," to the consolidated financial statements for further discussion of: ◦Guarantees issued and credit facilities available; ◦Other guarantees; and ◦Routing brokerage activities. Quantitative and Qualitative Disclosures About Market RiskAs a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.Interest Rate RiskWe are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below.Financial InvestmentsAs of December 31, 2023, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. If market interest rates were to increase immediately and uniformly by a hypothetical 100 basis points from levels as of December 31, 2023, the fair value of this portfolio would decline by $3 million. Debt ObligationsAs of December 31, 2023, substantially all of our debt obligations were fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, "Debt Obligations," to the consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, our commercial paper program and the 2023 Term Loan as these facilities have a variable interest rate. As of December 31, 2023, we have $291 million outstanding borrowings under our commercial paper program and $339 million outstanding under the 2023 Term Loan. A hypothetical 100 basis points increase in interest rates on our outstanding commercial paper and our 2023 Term Loan would increase our annual interest expense by approximately $6 million based on borrowings as of December 31, 2023.We may utilize interest rate swap agreements to achieve a desired mix of variable and fixed rate debt. **Current (2025):** Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of December 31, 2024, and the estimated timing thereof. 50 50 50 Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$15,252 $761 $1,171 $2,148 $11,172 Operating lease obligations617 75 140 129 273 Purchase obligations384 96 115 89 84 Total$16,253 $932 $1,426 $2,366 $11,529 In the table above:•Debt obligations by contractual maturity include both principal and interest obligations. For our Euro denominated notes interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2024. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion.•Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2024, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, "Leases," to the consolidated financial statements for further discussion of our leases.•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2024 is primarily comprised of our multi-year AWS partnership contract.OFF-BALANCE SHEET ARRANGEMENTSFor discussion of off-balance sheet arrangements see:• Note 15, "Clearing Operations," to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and• Note 18, "Commitments, Contingencies and Guarantees," to the consolidated financial statements for further discussion of:◦Guarantees issued and credit facilities available;◦Other guarantees; and◦Routing brokerage activities.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAs a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.Interest Rate RiskWe are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. Substantially all of our debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate swap agreements to manage that risk.Financial InvestmentsAs of December 31, 2024, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of December 31, 2024, would not have a material impact on our financial statements. Debt ObligationsAs of December 31, 2024, substantially all of our debt obligations are fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, "Debt Obligations," to the consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate. We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of December 31, 2024, there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program.Foreign Currency Exchange Rate RiskWe are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2024 and 2023 is presented in the following tables: Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$15,252 $761 $1,171 $2,148 $11,172 Operating lease obligations617 75 140 129 273 Purchase obligations384 96 115 89 84 Total$16,253 $932 $1,426 $2,366 $11,529 In the table above:•Debt obligations by contractual maturity include both principal and interest obligations. For our Euro denominated notes interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2024. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion.•Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2024, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, "Leases," to the consolidated financial statements for further discussion of our leases.•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2024 is primarily comprised of our multi-year AWS partnership contract.OFF-BALANCE SHEET ARRANGEMENTSFor discussion of off-balance sheet arrangements see:• Note 15, "Clearing Operations," to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and• Note 18, "Commitments, Contingencies and Guarantees," to the consolidated financial statements for further discussion of:◦Guarantees issued and credit facilities available;◦Other guarantees; and◦Routing brokerage activities.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAs a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities. Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$15,252 $761 $1,171 $2,148 $11,172 Operating lease obligations617 75 140 129 273 Purchase obligations384 96 115 89 84 Total$16,253 $932 $1,426 $2,366 $11,529 In the table above: •Debt obligations by contractual maturity include both principal and interest obligations. For our Euro denominated notes interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2024. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion. •Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2024, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, "Leases," to the consolidated financial statements for further discussion of our leases. •Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2024 is primarily comprised of our multi-year AWS partnership contract. --- ## Modified: Nasdaq's Operating Results **Key changes:** - Reworded sentence: "The following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022." - Reworded sentence: "See Note 4, "Acquisition," to the consolidated financial statements for further discussion." - Reworded sentence: "Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** The following tables summarize our financial performance for the year ended December 31, 2023 compared to the same period in 2022 and for the year ended December 31, 2022 when compared to the same period in 2021. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See "2023 Acquisition," of Note 4, "Acquisitions," to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see "Segment Operating Results" below. Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions, except per share amounts) Revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %Operating expenses2,317 2,018 1,979 14.8 %2.0 %Operating income1,578 1,564 1,441 0.9 %8.5 %Net income attributable to Nasdaq$1,059 $1,125 $1,187 (5.9)%(5.2)%Diluted earnings per share$2.08 $2.26 $2.35 (8.0)%(3.8)%Cash dividends declared per common share$0.86 $0.78 $0.70 10.3 %11.4 % **Current (2025):** The following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022. 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 consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see "Segment Operating Results" below. Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions, except per share amounts) Revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %Operating expenses2,851 2,317 2,018 23.0 %14.9 %Operating income$1,798 $1,578 $1,564 13.9 %0.8 %Net income attributable to Nasdaq$1,117 $1,059 $1,125 5.5 %(5.9)%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 % --- ## Modified: Net Cash Used in Investing Activities **Key changes:** - Reworded sentence: "Net cash used in investing activities for the year ended December 31, 2024 related to net purchases of investments related to default funds and margin deposits of $707 million, purchases of property and equipment of $207 million, other investing activities primarily related to our corporate venture program of $32 million and net purchases of trading securities, net, of $7 million." - Reworded sentence: "As of December 31, 2024, our required regulatory capital of $129 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Broker-Dealer Net Capital RequirementsOur 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." - Reworded sentence: "As of December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets." - Reworded sentence: "As of December 31, 2024, our required regulatory capital of $35 million was primarily invested in European government bills and mortgage bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets." - Reworded sentence: "As of December 31, 2024, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Equity and dividendsShare Repurchase ProgramSee "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program.Cash Dividends on Common StockThe following table presents our quarterly cash dividends paid per common share on our outstanding common stock:20242023First quarter$0.22 $0.20 Second quarter0.24 0.22 Third quarter0.24 0.22 Fourth quarter0.24 0.22 Total$0.94 $0.86 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends." **Prior (2024):** 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 December 31, 2023, our cash and cash equivalents of $453 million were primarily invested in money market funds, commercial paper, municipal bonds and bank deposits. Repatriation of CashOur cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $236 million as of December 31, 2023 and $275 million as of December 31, 2022. The remaining balance held in the U.S. totaled $217 million as of December 31, 2023 and $227 million as of December 31, 2022. Cash Flow AnalysisThe following table summarizes the changes in cash flows: Year Ended December 31, 202320222021Net cash provided by (used in):(in millions)Operating activities$1,696 $1,706 $1,083 Investing activities(5,994)49 (2,653)Financing activities4,220 1,036 1,418 Net Cash Provided by Operating ActivitiesNet 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 $10 million for 2023 compared with 2022, excluding the impact of the Adenza acquisition, which is reflected in net cash provided by (used in) investing activities. The decrease was primarily driven by changes in our working capital and timing of various payments and receipts of $(129) million, partially offset by an increase of $119 million driven by the increase in net income adjusted for certain noncash operating activities. The changes in working capital primarily included a decrease in Section 31 fees payable to the SEC, partially offset by lower receivables largely due to a decrease in Section 31 fees receivable as well as timing of collection and an increase in accounts payable and accrued expenses primarily due to an increase in our accrued interest payable from issuances of senior unsecured notes in connection with the Adenza acquisition. Non-cash charges in 2023 primarily included $323 million of depreciation and amortization and $122 million of share-based compensation.Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2023 primarily related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $236 million as of December 31, 2023 and $275 million as of December 31, 2022. The remaining balance held in the U.S. totaled $217 million as of December 31, 2023 and $227 million as of December 31, 2022. Cash Flow Analysis The following table summarizes the changes in cash flows: Year Ended December 31, 202320222021Net cash provided by (used in):(in millions)Operating activities$1,696 $1,706 $1,083 Investing activities(5,994)49 (2,653)Financing activities4,220 1,036 1,418 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 $10 million for 2023 compared with 2022, excluding the impact of the Adenza acquisition, which is reflected in net cash provided by (used in) investing activities. The decrease was primarily driven by changes in our working capital and timing of various payments and receipts of $(129) million, partially offset by an increase of $119 million driven by the increase in net income adjusted for certain noncash operating activities. The changes in working capital primarily included a decrease in Section 31 fees payable to the SEC, partially offset by lower receivables largely due to a decrease in Section 31 fees receivable as well as timing of collection and an increase in accounts payable and accrued expenses primarily due to an increase in our accrued interest payable from issuances of senior unsecured notes in connection with the Adenza acquisition. Non-cash charges in 2023 primarily included $323 million of depreciation and amortization and $122 million of share-based compensation. Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities for the year ended December 31, 2023 primarily related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of 47 47 47 $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sales and redemptions of trading securities, net of $7 million.Net cash provided by investing activities for the year ended December 31, 2022 primarily related to net proceeds from sales and redemptions of default funds and margin deposits of $211 million and proceeds of $33 million from other investing activities, partially offset by purchases of property and equipment of $152 million and $41 million cash used for acquisitions, net of cash and cash equivalents acquired.Net Cash Provided by Financing ActivitiesNet cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs, partially offset by $441 million of dividend payments to our shareholders, $371 million from repayments of our commercial paper, net, $269 million in repurchases of common stock and $260 million relating to partial repayment of the 2023 Term Loan.Net cash provided by financing activities for the year ended December 31, 2022 primarily related to an increase in default funds and margin deposits of $2,440 million, proceeds of $541 million from the issuances of long-term-debt and proceeds of $238 million from the issuances of our commercial paper, net, partially offset by $1,097 million related to the repayment of our 2022 and 2024 Notes, $383 million of dividend payments to our shareholders, $325 million of repurchases of common stock pursuant to the ASR agreement and $308 million in other repurchases of common stock.See Note 4, "Acquisitions," to the consolidated financial statements for further discussion.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.See "Share Repurchase Program," and "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial InvestmentsOur financial investments totaled $188 million as of December 31, 2023 and $181 million as of December 31, 2022. Of these securities, $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. Regulatory Capital RequirementsClearing Operations Regulatory Capital RequirementsWe 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 December 31, 2023, our required regulatory capital of $123 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Broker-Dealer Net Capital RequirementsOur 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 December 31, 2023, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $27 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital RequirementsThe 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 December 31, 2023, our required regulatory capital of $37 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Other Capital RequirementsWe operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of December 31, 2023, other required regulatory capital of $16 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Equity and dividendsShare Repurchase ProgramSee "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sales and redemptions of trading securities, net of $7 million.Net cash provided by investing activities for the year ended December 31, 2022 primarily related to net proceeds from sales and redemptions of default funds and margin deposits of $211 million and proceeds of $33 million from other investing activities, partially offset by purchases of property and equipment of $152 million and $41 million cash used for acquisitions, net of cash and cash equivalents acquired.Net Cash Provided by Financing ActivitiesNet cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs, partially offset by $441 million of dividend payments to our shareholders, $371 million from repayments of our commercial paper, net, $269 million in repurchases of common stock and $260 million relating to partial repayment of the 2023 Term Loan.Net cash provided by financing activities for the year ended December 31, 2022 primarily related to an increase in default funds and margin deposits of $2,440 million, proceeds of $541 million from the issuances of long-term-debt and proceeds of $238 million from the issuances of our commercial paper, net, partially offset by $1,097 million related to the repayment of our 2022 and 2024 Notes, $383 million of dividend payments to our shareholders, $325 million of repurchases of common stock pursuant to the ASR agreement and $308 million in other repurchases of common stock.See Note 4, "Acquisitions," to the consolidated financial statements for further discussion.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.See "Share Repurchase Program," and "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial InvestmentsOur financial investments totaled $188 million as of December 31, 2023 and $181 million as of December 31, 2022. Of these securities, $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sales and redemptions of trading securities, net of $7 million. Net cash provided by investing activities for the year ended December 31, 2022 primarily related to net proceeds from sales and redemptions of default funds and margin deposits of $211 million and proceeds of $33 million from other investing activities, partially offset by purchases of property and equipment of $152 million and $41 million cash used for acquisitions, net of cash and cash equivalents acquired. Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs, partially offset by $441 million of dividend payments to our shareholders, $371 million from repayments of our commercial paper, net, $269 million in repurchases of common stock and $260 million relating to partial repayment of the 2023 Term Loan. Net cash provided by financing activities for the year ended December 31, 2022 primarily related to an increase in default funds and margin deposits of $2,440 million, proceeds of $541 million from the issuances of long-term-debt and proceeds of $238 million from the issuances of our commercial paper, net, partially offset by $1,097 million related to the repayment of our 2022 and 2024 Notes, $383 million of dividend payments to our shareholders, $325 million of repurchases of common stock pursuant to the ASR agreement and $308 million in other repurchases of common stock. See Note 4, "Acquisitions," to the consolidated financial statements for further discussion. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations. See "Share Repurchase Program," and "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. **Current (2025):** Net cash used in investing activities for the year ended December 31, 2024 related to net purchases of investments related to default funds and margin deposits of $707 million, purchases of property and equipment of $207 million, other investing activities primarily related to our corporate venture program of $32 million and net purchases of trading securities, net, of $7 million. Net cash used in investing activities for the year ended December 31, 2023 related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sale and redemption of trading securities, net of $7 million. 48 48 48 Net Cash Provided by (Used in) Financing ActivitiesNet cash used in financing activities for the year ended December 31, 2024 primarily related to a decrease in default funds and margin deposits of $1,030 million, dividend payments to our shareholders of $541 million, 2023 Term Loan repayment of $340 million, net repayments of our commercial paper of $291 million, repayments of debt and credit commitments of $181 million and repurchases of common stock of $145 million.Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million in proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs partially offset by dividend payments to our shareholders of $441 million, repayments of our commercial paper, net of $371 million, repurchases of common stock of $269 million and partial repayment of the 2023 Term Loan of $260 million.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.See "Share Repurchase Program," and "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial InvestmentsOur financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. Regulatory Capital RequirementsClearing Operations Regulatory Capital RequirementsWe 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 December 31, 2024, our required regulatory capital of $129 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Broker-Dealer Net Capital RequirementsOur 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 December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital RequirementsThe 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 December 31, 2024, our required regulatory capital of $35 million was primarily invested in European government bills and mortgage bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Other Capital RequirementsWe operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of December 31, 2024, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Equity and dividendsShare Repurchase ProgramSee "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program.Cash Dividends on Common StockThe following table presents our quarterly cash dividends paid per common share on our outstanding common stock:20242023First quarter$0.22 $0.20 Second quarter0.24 0.22 Third quarter0.24 0.22 Fourth quarter0.24 0.22 Total$0.94 $0.86 See "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of the dividends. Net Cash Provided by (Used in) Financing ActivitiesNet cash used in financing activities for the year ended December 31, 2024 primarily related to a decrease in default funds and margin deposits of $1,030 million, dividend payments to our shareholders of $541 million, 2023 Term Loan repayment of $340 million, net repayments of our commercial paper of $291 million, repayments of debt and credit commitments of $181 million and repurchases of common stock of $145 million.Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million in proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs partially offset by dividend payments to our shareholders of $441 million, repayments of our commercial paper, net of $371 million, repurchases of common stock of $269 million and partial repayment of the 2023 Term Loan of $260 million.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.See "Share Repurchase Program," and "Cash Dividends on Common Stock," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial InvestmentsOur financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. Regulatory Capital RequirementsClearing Operations Regulatory Capital RequirementsWe 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 December 31, 2024, our required regulatory capital of $129 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets. --- ## Modified: Workflow & Insights Revenues **Key changes:** - Reworded sentence: "The following table presents key drivers from our Workflow & Insights business: As of or Year Ended December 31202420232022(in millions)ARR$501 $481 $458 Quarterly annualized SaaS revenues431 411 388 As of or" **Prior (2024):** The following table presents key drivers from our Workflow & Insights business: As of or Three Months Ended December 31202320222021(in millions)ARR$481 $458 $417 Quarterly annualized SaaS revenues411 388 356 As of or **Current (2025):** The following table presents key drivers from our Workflow & Insights business: As of or Year Ended December 31202420232022(in millions)ARR$501 $481 $458 Quarterly annualized SaaS revenues431 411 388 As of or --- ## Modified: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK **Key changes:** - Added sentence: "We identify risk exposures and monitor and manage such risks on a daily basis.We perform sensitivity analyses to determine the effects of market risk exposures." - Added sentence: "We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business." - Added sentence: "We do not use derivative instruments for speculative purposes.Interest Rate RiskWe are subject to the risk of fluctuating interest rates in the normal course of business." - Added sentence: "Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below." - Added sentence: "Substantially all of our debt obligations are fixed-rate obligations." **Prior (2024):** As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities. We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis. We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes. **Current (2025):** As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities. We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.Interest Rate RiskWe are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. Substantially all of our debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate swap agreements to manage that risk.Financial InvestmentsAs of December 31, 2024, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of December 31, 2024, would not have a material impact on our financial statements. Debt ObligationsAs of December 31, 2024, substantially all of our debt obligations are fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, "Debt Obligations," to the consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate. We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of December 31, 2024, there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program.Foreign Currency Exchange Rate RiskWe are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2024 and 2023 is presented in the following tables: We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis. We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes. --- ## Modified: Foreign Currency Exchange Rate Risk **Key changes:** - Reworded sentence: "Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2024 and 2023 is presented in the following tables: 51 51 51 EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S." **Prior (2024):** We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2023 and 2022 are presented in the following tables: EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal(in millions, except currency rate)Year Ended December 31, 2023Average foreign currency rate to the U.S. dollar1.0810.0940.741#N/AN/APercentage of revenues less transaction-based expenses6.6%4.0%0.8%3.0%85.6%100.0%Percentage of operating income10.7%(3.8)%(7.0)%(8.3)%108.4%100.0%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(26)$(15)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(17)$(6)$(11)$(13)$ - EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal(in millions, except currency rate)Year Ended December 31, 2022Average foreign currency rate to the U.S. dollar1.0540.0990.768#N/AN/APercentage of revenues less transaction-based expenses6.2%5.1%0.9%3.2%84.6%100.0%Percentage of operating income10.1%(2.8)%(5.9)%(4.7)%103.3%100.0%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(22)$(18)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(16)$(4)$(9)$(8)$ - __________ **Current (2025):** We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2024 and 2023 is presented in the following tables: 51 51 51 EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. Dollar(in millions, except currency rate)Year Ended December 31, 2024Average foreign currency rate to the U.S. dollar1.0820.0950.730# N/APercentage of revenues less transaction-based expenses7.9%3.4%0.7%3.7%84.3%Percentage of operating income11.8%(5.9)%(7.8)%(10.5)%112.4%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(37)$(16)$(3)$(17)$ - Impact of a 10% adverse currency fluctuation on operating income$(21)$(11)$(14)$(19)$ - EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. Dollar(in millions, except currency rate)Year Ended December 31, 2023Average foreign currency rate to the U.S. dollar1.0810.0940.741# N/APercentage of revenues less transaction-based expenses6.6%4.0%0.8%3.0%85.6%Percentage of operating income10.7%(3.8)%(7.0)%(8.3)%108.4%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(26)$(15)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(17)$(6)$(11)$(13)$ - __________# Represents multiple foreign currency rates.N/A Not applicable.The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate due to the correlation between changes in exchange rates for certain currencies. Additionally, the table does not include the offsetting impact of our hedging programs.We may use foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenues and expenses in the normal course of business. We do not use these contracts for speculative trading purposes. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts are carried at fair value, with maturities that can range up to 24 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the cash flow hedge to revenue or operating expenses, as applicable. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive loss to revenue or operating expenses, as applicable. As of December 31, 2024, the fair value of our derivatives designated as cash flow hedging instruments are not material. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries' net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets.Our primary exposure to net assets in foreign currencies as of December 31, 2024 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$2,737 $(274)British Pound136 (14)Norwegian Krone134 (13)Canadian Dollar107 (11)Australian Dollar89 (9)In the table above, Swedish Krona includes goodwill of $2,028 million and intangible assets, net of $439 million.Credit RiskCredit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. Dollar(in millions, except currency rate)Year Ended December 31, 2024Average foreign currency rate to the U.S. dollar1.0820.0950.730# N/APercentage of revenues less transaction-based expenses7.9%3.4%0.7%3.7%84.3%Percentage of operating income11.8%(5.9)%(7.8)%(10.5)%112.4%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(37)$(16)$(3)$(17)$ - Impact of a 10% adverse currency fluctuation on operating income$(21)$(11)$(14)$(19)$ - EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. Dollar(in millions, except currency rate)Year Ended December 31, 2023Average foreign currency rate to the U.S. dollar1.0810.0940.741# N/APercentage of revenues less transaction-based expenses6.6%4.0%0.8%3.0%85.6%Percentage of operating income10.7%(3.8)%(7.0)%(8.3)%108.4%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(26)$(15)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(17)$(6)$(11)$(13)$ - __________# Represents multiple foreign currency rates.N/A Not applicable. EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. Dollar(in millions, except currency rate)Year Ended December 31, 2024Average foreign currency rate to the U.S. dollar1.0820.0950.730# N/APercentage of revenues less transaction-based expenses7.9%3.4%0.7%3.7%84.3%Percentage of operating income11.8%(5.9)%(7.8)%(10.5)%112.4%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(37)$(16)$(3)$(17)$ - Impact of a 10% adverse currency fluctuation on operating income$(21)$(11)$(14)$(19)$ - --- ## Modified: Cash Equity Trading Revenues **Key changes:** - Reworded sentence: "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: Year Ended December 31,Percentage Change2024202320222024 vs." **Prior (2024):** 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: Year Ended December 31,Percentage Change2023202220212023 vs. 20222022 vs. 2021(in millions)Cash Equity Trading Revenues$1,355 $1,605 1,578 (15.6)%1.7 %Section 31 fees253 436 229 (42.0)%90.4 %Transaction-based expenses: Transaction rebates(939)(1,184)(1,118)(20.7)%5.9 %Section 31 fees(253)(436)(229)(42.0)%90.4 %Brokerage and clearance fees(19)(24)(31)(20.8)%(22.6)%Cash equity trading revenues, net$397 $397 $429 - %(7.5)% 2021 **Current (2025):** 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: Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Cash Equity Trading Revenues$1,428 $1,355 $1,605 5.4 %(15.6)%Section 31 fees611 253 436 141.7 %(42.0)%Transaction-based expenses: Transaction rebates(974)(939)(1,184)3.8 %(20.8)%Section 31 fees(611)(253)(436)141.7 %(41.9)%Brokerage and clearance fees(24)(19)(24)29.5 %(22.3)%Cash equity trading revenues, net$430 $397 $397 8.3 % - % 2022 --- ## Modified: 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS **Key changes:** - Reworded sentence: "Goodwill The following table presents the changes in goodwill by business segment during the year ended December 31, 2024: (in millions)Capital Access PlatformsBalance at December 31, 2023$4,214 Foreign currency translation adjustments(87)Balance at December 31, 2024$4,127 Financial TechnologyBalance at December 31, 2023$7,873 Measurement period adjustment77 Foreign currency translation adjustments(25)Balance at December 31, 2024$7,925 Market ServicesBalance at December 31, 2023$2,025 Foreign currency translation adjustments(120)Balance at December 31, 2024$1,905 TotalBalance at December 31, 2023$14,112 Measurement period adjustments77 Foreign currency translation adjustments(232)Balance at December 31, 2024$13,957 Measurement period adjustment Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired." - Reworded sentence: "There was no impairment of goodwill for the years ended December 31, 2024, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future." **Prior (2024):** In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. Metrio is part of our Workflow & Insights business in our Capital Access Platforms segment. The consolidated financial statements for the years ended December 31, 2023 and 2022 include the financial results of the Metrio acquisition from the date of the acquisition. Pro forma financial results have not been presented as this acquisition was not material to our financial results. Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income. F-22 F-22 F-22 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETSGoodwillThe following table presents the changes in goodwill by business segment during the year ended December 31, 2023:(in millions)Capital Access PlatformsBalance at December 31, 2022$4,178 Foreign currency translation adjustments36 Balance at December 31, 2023$4,214 Financial TechnologyBalance at December 31, 2022$1,933 Goodwill acquired5,933 Foreign currency translation adjustments7 Balance at December 31, 2023$7,873 Market ServicesBalance at December 31, 2022$1,988 Foreign currency translation adjustments37 Balance at December 31, 2023$2,025 TotalBalance at December 31, 2022$8,099 Goodwill acquired5,933 Foreign currency translation adjustments80 Balance at December 31, 2023$14,112 Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2023, 2022 and 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future.Acquired Intangible AssetsThe following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:December 31, 2023December 31, 2022Finite-Lived Intangible Assets(in millions)Gross AmountTechnology$1,254 $304 Customer relationships5,743 2,005 Trade names and other417 60 Foreign currency translation adjustment(194)(209)Total gross amount$7,220 $2,160 Accumulated AmortizationTechnology$(169)$(97)Customer relationships(912)(778)Trade names and other(21)(17)Foreign currency translation adjustment120 120 Total accumulated amortization$(982)$(772)Net AmountTechnology$1,085 $207 Customer relationships4,831 1,227 Trade names and other396 43 Foreign currency translation adjustment(74)(89)Total finite-lived intangible assets$6,238 $1,388 Indefinite-Lived Intangible AssetsExchange and clearing registrations$1,257 $1,257 Trade names121 121 Licenses52 52 Foreign currency translation adjustment(225)(237)Total indefinite-lived intangible assets$1,205 $1,193 Total intangible assets, net$7,443 $2,581 There was no impairment of indefinite-lived intangible assets for 2023, 2022 and 2021. There were no material finite-lived impairment charges in 2023, 2022 and 2021. 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETSGoodwillThe following table presents the changes in goodwill by business segment during the year ended December 31, 2023:(in millions)Capital Access PlatformsBalance at December 31, 2022$4,178 Foreign currency translation adjustments36 Balance at December 31, 2023$4,214 Financial TechnologyBalance at December 31, 2022$1,933 Goodwill acquired5,933 Foreign currency translation adjustments7 Balance at December 31, 2023$7,873 Market ServicesBalance at December 31, 2022$1,988 Foreign currency translation adjustments37 Balance at December 31, 2023$2,025 TotalBalance at December 31, 2022$8,099 Goodwill acquired5,933 Foreign currency translation adjustments80 Balance at December 31, 2023$14,112 Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2023, 2022 and 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. **Current (2025):** Goodwill The following table presents the changes in goodwill by business segment during the year ended December 31, 2024: (in millions)Capital Access PlatformsBalance at December 31, 2023$4,214 Foreign currency translation adjustments(87)Balance at December 31, 2024$4,127 Financial TechnologyBalance at December 31, 2023$7,873 Measurement period adjustment77 Foreign currency translation adjustments(25)Balance at December 31, 2024$7,925 Market ServicesBalance at December 31, 2023$2,025 Foreign currency translation adjustments(120)Balance at December 31, 2024$1,905 TotalBalance at December 31, 2023$14,112 Measurement period adjustments77 Foreign currency translation adjustments(232)Balance at December 31, 2024$13,957 Measurement period adjustment Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2024, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. See Note 4, "Acquisition," for a description of the measurement period adjustment recorded during the third quarter of 2024. Acquired Intangible AssetsThe following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:December 31, 2024December 31, 2023Finite-Lived Intangible Assets(in millions)Gross AmountTechnology$1,234 $1,254 Customer relationships5,720 5,743 Trade names and other417 417 Foreign currency translation adjustment(237)(194)Total gross amount$7,134 $7,220 Accumulated AmortizationTechnology$(348)$(169)Customer relationships(1,164)(912)Trade names and other(43)(21)Foreign currency translation adjustment153 120 Total accumulated amortization$(1,402)$(982)Net AmountTechnology$886 $1,085 Customer relationships4,556 4,831 Trade names and other374 396 Foreign currency translation adjustment(84)(74)Total finite-lived intangible assets$5,732 $6,238 Indefinite-Lived Intangible AssetsExchange and clearing registrations$1,257 $1,257 Trade names121 121 Licenses52 52 Foreign currency translation adjustment(257)(225)Total indefinite-lived intangible assets$1,173 $1,205 Total intangible assets, net$6,905 $7,443 There was no impairment of intangible assets for the years ended December 31, 2024, 2023 and 2022.The following tables present our amortization expense for acquired finite-lived intangible assets:Year Ended December 31,202420232022(in millions)Amortization expense$488 $206 $153 --- ## Modified: U.S. Equity Derivative Trading **Key changes:** - Reworded sentence: "Equity Derivative Trading business: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** 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: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions)U.S. Equity Derivative Trading Revenues$1,257 $1,252 $1,367 0.4 %(8.4)%Section 31 fees55 89 32 (38.2)%178.1 %Transaction-based expenses: Transaction rebates(879)(878)(1,018)0.1 %(13.8)%Section 31 fees(55)(89)(32)(38.2)%178.1 %Brokerage and clearance fees(4)(3)(6)33.3 %(50.0)%U.S. Equity derivative trading revenues, net$374 $371 $343 0.8 %8.2 % 2021 **Current (2025):** 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: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)U.S. Equity Derivative Trading Revenues$1,428 $1,257 $1,252 13.6 %0.4 %Section 31 fees87 55 89 56.9 %(37.9)%Transaction-based expenses: Transaction rebates(1,030)(879)(878)17.1 %0.2 %Section 31 fees(87)(55)(89)56.9 %(37.9)%Brokerage and clearance fees(3)(4)(3)(16.5)%13.9 %U.S. Equity Derivative Trading Revenues, net$395 $374 $371 5.7 %0.7 % 2022 --- ## Modified: Revenue Recognition **Key changes:** - Reworded sentence: "As part of our market technology product offering, within our Capital Markets Technology business, we enter into certain long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers which results in these contracts containing multiple performance obligations." - Added sentence: "Our Calypso product, also part of our Capital Markets Technology business, provides cross-asset, front-to-back trading, treasury, risk and collateral management solutions for the financial markets." - Added sentence: "This offering is also provided as an on-premises software solution." - Added sentence: "A license for on-premises software provides customers with the right to use the software at its current state at the time made available to the customer." - Added sentence: "These contracts generally consist of the following distinct performance obligations: license and PCS." **Prior (2024):** As part of our market technology product offering, we enter into certain long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers which results in these contracts containing multiple performance obligations. We allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct 52 52 52 good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach.We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer.Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity and the complexity of work performed. Revenue and cost estimates for our long-term contracts are reviewed and reassessed at least quarterly. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods.For further discussion related to recognition of these revenues, see "Revenue From Contracts with Customers - Revenue Recognition - Market Technology," of Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements.Business combinationWe account for business acquisitions under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Within one year from the date of acquisition, we may update the value allocated to the assets acquired and liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase.We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates.Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain.See Note 4, "Acquisitions," to the consolidated financial statements for further discussion of the Adenza Acquisition.During 2023, 2022 and 2021, we have not recorded any material measurement period adjustments to purchase price allocations.Goodwill, Indefinite-Lived Intangible Assets and Related Impairment TestingGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. In November 2023, following the acquisition of Adenza, we refined our divisional structure. Our three previous reportable segments, Market Platforms, Capital Access Platforms and Anti-Financial Crime, have been changed to align with our new corporate structure that includes the following three segments: Capital Access Platforms, Financial Technology and Market Services. Under ASC 350-20, "Intangibles Goodwill and Other," when a company reorganizes its reporting structure, an impairment test must be performed both before and after the change, and goodwill must be reassigned to reporting units. Accordingly, goodwill was reassigned based on relative fair value of each reporting unit. good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach.We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer.Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity and the complexity of work performed. Revenue and cost estimates for our long-term contracts are reviewed and reassessed at least quarterly. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods.For further discussion related to recognition of these revenues, see "Revenue From Contracts with Customers - Revenue Recognition - Market Technology," of Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements.Business combinationWe account for business acquisitions under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Within one year from the date of acquisition, we may update the value allocated to the assets acquired and liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity and the complexity of work performed. Revenue and cost estimates for our long-term contracts are reviewed and reassessed at least quarterly. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods. For further discussion related to recognition of these revenues, see "Revenue From Contracts with Customers - Revenue Recognition - Market Technology," of Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements. **Current (2025):** As part of our market technology product offering, within our Capital Markets Technology business, we enter into certain long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers which results in these contracts containing multiple performance obligations. We allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity and the complexity of work performed. Revenue and cost estimates for our long-term contracts are reviewed and reassessed at least quarterly. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Our Calypso product, also part of our Capital Markets Technology business, provides cross-asset, front-to-back trading, treasury, risk and collateral management solutions for the financial markets. This offering is also provided as an on-premises software solution. A license for on-premises software provides customers with the right to use the software at its current state at the time made available to the customer. These contracts generally consist of the following distinct performance obligations: license and PCS. In allocating the contractual price to each performance obligation, we have used our best estimate of the stand-alone selling price. Consideration is first allocated to performance obligations with established stand-alone selling prices based on observable evidence, with the residual being split between license and PCS.License revenue is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license. PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.Accounting for these contracts requires judgment relative to the allocation of the contractual price to each performance obligation.Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods.For further discussion related to recognition of these revenues, see "Revenue From Contracts with Customers - Revenue Recognition - Capital Markets Technology," of Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements.Business CombinationWe account for business acquisitions under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Within one year from the date of acquisition, we may update the value allocated to the assets acquired and productivity and the complexity of work performed. Revenue and cost estimates for our long-term contracts are reviewed and reassessed at least quarterly. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Our Calypso product, also part of our Capital Markets Technology business, provides cross-asset, front-to-back trading, treasury, risk and collateral management solutions for the financial markets. This offering is also provided as an on-premises software solution. A license for on-premises software provides customers with the right to use the software at its current state at the time made available to the customer. These contracts generally consist of the following distinct performance obligations: license and PCS. In allocating the contractual price to each performance obligation, we have used our best estimate of the stand-alone selling price. Consideration is first allocated to performance obligations with established stand-alone selling prices based on observable evidence, with the residual being split between license and PCS. License revenue is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license. PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Accounting for these contracts requires judgment relative to the allocation of the contractual price to each performance obligation. Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods. For further discussion related to recognition of these revenues, see "Revenue From Contracts with Customers - Revenue Recognition - Capital Markets Technology," of Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements. --- ## Modified: Debt Obligations **Key changes:** - Reworded sentence: "The debt obligations, by contractual maturity, at December 31, 2024 are as follows (in U.S." - Reworded sentence: "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." - Reworded sentence: "In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes." - Reworded sentence: "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." **Prior (2024):** For the year ended December 31, 2023, the weighted average interest rate on our debt obligations was approximately 3.5%. 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 December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. 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 for one subsidiary. These European credit facilities, which are available in multiple currencies, totaled $191 million as of December 31, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized.Financing of the Adenza AcquisitionIn 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. During the second half of 2023, we incurred an additional $6 million in debt issuance costs, for a total net proceeds from the issuance of the six series of notes of $5,010 million as of December 31, 2023. 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. Under the 2023 Term Loan, borrowings bear interest on the principal amount outstanding at a variable interest rate based on the SOFR plus an applicable margin that varies with Nasdaq's debt rating. 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. We made a partial repayment during the fourth quarter of $260 million. As of December 31, 2023, we had $339 million outstanding under this term loan.As of December 31, 2023, we were in compliance with the covenants of all of our debt obligations.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations. For the year ended December 31, 2023, the weighted average interest rate on our debt obligations was approximately 3.5%. 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 December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. 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 for one subsidiary. These European credit facilities, which are available in multiple currencies, totaled $191 million as of December 31, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized. **Current (2025):** The debt obligations, by contractual maturity, at December 31, 2024 are as follows (in U.S. Dollar millions): n Euro Notes n U.S. Notes In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes.For the year ended December 31, 2024, the weighted average interest rate on our debt obligations was approximately 3.95%. 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 $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.Financing of the Adenza AcquisitionIn 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, which was used towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023. The term loan was fully repaid in 2024.As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTSNasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of December 31, 2024, and the estimated timing thereof. In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes.For the year ended December 31, 2024, the weighted average interest rate on our debt obligations was approximately 3.95%. 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 $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.Financing of the Adenza AcquisitionIn 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 the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes. For the year ended December 31, 2024, the weighted average interest rate on our debt obligations was approximately 3.95%. 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 $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized. --- ## Modified: Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics. **Key changes:** - Reworded sentence: "Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S." - Reworded sentence: "Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate." - Reworded sentence: "Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations.In addition, our U.S." - Reworded sentence: "However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results." - Reworded sentence: "requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations." **Prior (2024):** While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted. There is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship and sustainability matters. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority. For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services. Climate related events, including extreme weather events and their impact on the critical infrastructure in the United States and elsewhere, have the potential to disrupt our business or the business of our clients; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results. Additionally, if the SEC or other federal, state or international regulatory agencies impose comprehensive reporting obligations regarding climate change on U.S. public companies, there may be a decrease in new listings or an increase in delistings of our listed companies, which may adversely affect our business, financial condition and operating results. Such new regulations, whether in the U.S. 31 31 31 or in other countries in which we operate, could also cause us to incur additional compliance and reporting costs.Our businesses operate in various international markets, which are subject to political, economic and social uncertainties.Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S. operations are subject to the risk inherent in the international environment. Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results. Some locations, such as Lithuania, India, the Philippines and in other emerging markets, have economies that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk.Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas.We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets, we may be more likely than other companies to be a target for malicious disruption activities.In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses.We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. Any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems.Because we have operations in numerous countries, we are exposed to currency risk.We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary or tax policy, changes in local interest rates or other factors. These exchange rate differences will affect the translation of our non-U.S. results of operations, interest expense and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements.If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq's Global Risk Management Committee, which comprises senior executives and has the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees. Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to-date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, our business, reputation, financial condition and operating results could be materially adversely affected.Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders.Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq's board of directors. The board's determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. or in other countries in which we operate, could also cause us to incur additional compliance and reporting costs.Our businesses operate in various international markets, which are subject to political, economic and social uncertainties.Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S. operations are subject to the risk inherent in the international environment. Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results. Some locations, such as Lithuania, India, the Philippines and in other emerging markets, have economies that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk.Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas.We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets, we may be more likely than other companies to be a target for malicious disruption activities.In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses.We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. Any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. or in other countries in which we operate, could also cause us to incur additional compliance and reporting costs. **Current (2025):** While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted. Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers. For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority. Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. Changing legal requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations. Our businesses operate in various international markets, which are subject to political, economic and social uncertainties.Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S. operations are subject to the risk inherent in the international environment. Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results. Some locations, such as Lithuania, India, the Philippines and in other emerging markets, have economies that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk.Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas.We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations.In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses.We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations. --- ## Modified: NON-GAAP FINANCIAL MEASURES **Key changes:** - Reworded sentence: "The following table presents reconciliations between U.S." - Reworded sentence: "For the years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition." - Reworded sentence: "We completed this program in September 2024." **Prior (2024):** 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 Annual Report on Form 10-K. 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 Annual Report on Form 10-K, including our 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. 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:•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. The increase for the year ended December 31, 2023 compared to 2022 primarily reflects costs related to the Adenza acquisition.•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 2019, we initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. The 2019 restructuring plan was completed in June 2021. See Note 20, "Restructuring Charges," to the consolidated financial statements for further discussion of our 2023 Adenza restructuring program, our 2022 divisional alignment program and our 2019 restructuring plan. 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. 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: •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. The increase for the year ended December 31, 2023 compared to 2022 primarily reflects costs related to the Adenza acquisition. •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 2019, we initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. The 2019 restructuring plan was completed in June 2021. See Note 20, "Restructuring Charges," to the consolidated financial statements for further discussion of our 2023 Adenza restructuring program, our 2022 divisional alignment program and our 2019 restructuring plan. 45 45 45 •Net loss (income) from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments, primarily our equity interest in OCC and NPM. 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 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 2023, this includes 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 Consolidated Statements of Income. ◦Extinguishment of debt: For 2022 and 2021 this includes a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Consolidated Statements of Income. ◦Legal and regulatory matters: For 2023 and 2022, this includes accruals related to certain legal matters. For 2023, these charges were partially offset by insurance recoveries related to certain legal matters. The charges and related insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Consolidated Statements of Income. For 2022 and 2021, this also includes a charge related to an administrative fine imposed by the SFSA. related to the clearing default that occurred in 2018. This charge was included in regulatory expense in the Consolidated Statements of Income.◦Net gain on divestiture of business: For 2021, this represents our pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business.◦Pension settlement charge: For 2023, we terminated our U.S. pension plan and recorded a partial settlement charge under compensation and benefits in the Consolidated Statements of Income. See Note 10, "Retirement Plans," to the consolidated financial statements for further discussion.◦Other loss (income): For 2023, this includes certain financing costs related to the Adenza acquisition. For 2023, 2022 and 2021 this also includes net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. •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 year ended December 31, 2021, the non-GAAP adjustment to the income tax provision includes adjustments related to return-to-provision.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: Year Ended December 31,202320222021(in millions, except per share amounts)U.S. GAAP net income attributable to Nasdaq$1,059 $1,125 $1,187 Non-GAAP adjustments:Amortization expense of acquired intangible assets206 153 170 Merger and strategic initiatives expense148 82 87 Restructuring charges80 15 31 Lease asset impairments25 - - Extinguishment of debt - 16 33 Net loss (income) from unconsolidated investees7 (29)(52)Legal and regulatory matters12 26 44 Net gain on divestiture of business - - (84)Pension settlement charge9 - - Other 21 2 (82)Total non-GAAP adjustments508 265 147 Total non-GAAP tax adjustments(134)(66)(61)Total non-GAAP adjustments, net of tax374 199 86 Non-GAAP net income attributable to Nasdaq$1,433 $1,324 $1,273 U.S. GAAP effective tax rate24.6 %23.9 %22.6 %Total adjustments from non-GAAP tax rate0.4 %0.1 %1.7 %Non-GAAP effective tax rate25.0 %24.0 %24.3 %Weighted-average common shares outstanding for diluted earnings per share508.4 497.9 505.1 U.S. GAAP diluted earnings per share$2.08 $2.26 $2.35 Total adjustments from non-GAAP net income0.74 0.40 0.17 Non-GAAP diluted earnings per share$2.82 $2.66 $2.52 •Net loss (income) from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments, primarily our equity interest in OCC and NPM. 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 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 2023, this includes 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 Consolidated Statements of Income. ◦Extinguishment of debt: For 2022 and 2021 this includes a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Consolidated Statements of Income. ◦Legal and regulatory matters: For 2023 and 2022, this includes accruals related to certain legal matters. For 2023, these charges were partially offset by insurance recoveries related to certain legal matters. The charges and related insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Consolidated Statements of Income. For 2022 and 2021, this also includes a charge related to an administrative fine imposed by the SFSA. related to the clearing default that occurred in 2018. This charge was included in regulatory expense in the Consolidated Statements of Income.◦Net gain on divestiture of business: For 2021, this represents our pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business.◦Pension settlement charge: For 2023, we terminated our U.S. pension plan and recorded a partial settlement charge under compensation and benefits in the Consolidated Statements of Income. See Note 10, "Retirement Plans," to the consolidated financial statements for further discussion.◦Other loss (income): For 2023, this includes certain financing costs related to the Adenza acquisition. For 2023, 2022 and 2021 this also includes net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. •Net loss (income) from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments, primarily our equity interest in OCC and NPM. 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 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 2023, this includes 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 Consolidated Statements of Income. ◦Extinguishment of debt: For 2022 and 2021 this includes a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Consolidated Statements of Income. ◦Legal and regulatory matters: For 2023 and 2022, this includes accruals related to certain legal matters. For 2023, these charges were partially offset by insurance recoveries related to certain legal matters. The charges and related insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Consolidated Statements of Income. For 2022 and 2021, this also includes a charge related to an administrative fine imposed by the SFSA. related to the clearing default that occurred in 2018. This charge was included in regulatory expense in the Consolidated Statements of Income. ◦Net gain on divestiture of business: For 2021, this represents our pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business. ◦Pension settlement charge: For 2023, we terminated our U.S. pension plan and recorded a partial settlement charge under compensation and benefits in the Consolidated Statements of Income. See Note 10, "Retirement Plans," to the consolidated financial statements for further discussion. ◦Other loss (income): For 2023, this includes certain financing costs related to the Adenza acquisition. For 2023, 2022 and 2021 this also includes net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. •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 year ended December 31, 2021, the non-GAAP adjustment to the income tax provision includes adjustments related to return-to-provision.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: Year Ended December 31,202320222021(in millions, except per share amounts)U.S. GAAP net income attributable to Nasdaq$1,059 $1,125 $1,187 Non-GAAP adjustments:Amortization expense of acquired intangible assets206 153 170 Merger and strategic initiatives expense148 82 87 Restructuring charges80 15 31 Lease asset impairments25 - - Extinguishment of debt - 16 33 Net loss (income) from unconsolidated investees7 (29)(52)Legal and regulatory matters12 26 44 Net gain on divestiture of business - - (84)Pension settlement charge9 - - Other 21 2 (82)Total non-GAAP adjustments508 265 147 Total non-GAAP tax adjustments(134)(66)(61)Total non-GAAP adjustments, net of tax374 199 86 Non-GAAP net income attributable to Nasdaq$1,433 $1,324 $1,273 U.S. GAAP effective tax rate24.6 %23.9 %22.6 %Total adjustments from non-GAAP tax rate0.4 %0.1 %1.7 %Non-GAAP effective tax rate25.0 %24.0 %24.3 %Weighted-average common shares outstanding for diluted earnings per share508.4 497.9 505.1 U.S. GAAP diluted earnings per share$2.08 $2.26 $2.35 Total adjustments from non-GAAP net income0.74 0.40 0.17 Non-GAAP diluted earnings per share$2.82 $2.66 $2.52 •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 year ended December 31, 2021, the non-GAAP adjustment to the income tax provision includes adjustments related to return-to-provision. 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: Year Ended December 31,202320222021(in millions, except per share amounts)U.S. GAAP net income attributable to Nasdaq$1,059 $1,125 $1,187 Non-GAAP adjustments:Amortization expense of acquired intangible assets206 153 170 Merger and strategic initiatives expense148 82 87 Restructuring charges80 15 31 Lease asset impairments25 - - Extinguishment of debt - 16 33 Net loss (income) from unconsolidated investees7 (29)(52)Legal and regulatory matters12 26 44 Net gain on divestiture of business - - (84)Pension settlement charge9 - - Other 21 2 (82)Total non-GAAP adjustments508 265 147 Total non-GAAP tax adjustments(134)(66)(61)Total non-GAAP adjustments, net of tax374 199 86 Non-GAAP net income attributable to Nasdaq$1,433 $1,324 $1,273 U.S. GAAP effective tax rate24.6 %23.9 %22.6 %Total adjustments from non-GAAP tax rate0.4 %0.1 %1.7 %Non-GAAP effective tax rate25.0 %24.0 %24.3 %Weighted-average common shares outstanding for diluted earnings per share508.4 497.9 505.1 U.S. GAAP diluted earnings per share$2.08 $2.26 $2.35 Total adjustments from non-GAAP net income0.74 0.40 0.17 Non-GAAP diluted earnings per share$2.82 $2.66 $2.52 2021 Net loss (income) from unconsolidated investees Legal and regulatory matters Pension settlement charge Other 46 46 46 LIQUIDITY AND CAPITAL RESOURCESHistorically, 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: December 31, 2023December 31, 2022 (in millions)Cash and cash equivalents$453 $502 Financial investments188 181 Working capital71 (231)Cash and Cash EquivalentsCash 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 December 31, 2023, our cash and cash equivalents of $453 million were primarily invested in money market funds, commercial paper, municipal bonds and bank deposits. Repatriation of CashOur cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $236 million as of December 31, 2023 and $275 million as of December 31, 2022. The remaining balance held in the U.S. totaled $217 million as of December 31, 2023 and $227 million as of December 31, 2022. Cash Flow AnalysisThe following table summarizes the changes in cash flows: Year Ended December 31, 202320222021Net cash provided by (used in):(in millions)Operating activities$1,696 $1,706 $1,083 Investing activities(5,994)49 (2,653)Financing activities4,220 1,036 1,418 Net Cash Provided by Operating ActivitiesNet 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 $10 million for 2023 compared with 2022, excluding the impact of the Adenza acquisition, which is reflected in net cash provided by (used in) investing activities. The decrease was primarily driven by changes in our working capital and timing of various payments and receipts of $(129) million, partially offset by an increase of $119 million driven by the increase in net income adjusted for certain noncash operating activities. The changes in working capital primarily included a decrease in Section 31 fees payable to the SEC, partially offset by lower receivables largely due to a decrease in Section 31 fees receivable as well as timing of collection and an increase in accounts payable and accrued expenses primarily due to an increase in our accrued interest payable from issuances of senior unsecured notes in connection with the Adenza acquisition. Non-cash charges in 2023 primarily included $323 million of depreciation and amortization and $122 million of share-based compensation.Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2023 primarily related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of LIQUIDITY AND CAPITAL RESOURCESHistorically, 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: December 31, 2023December 31, 2022 (in millions)Cash and cash equivalents$453 $502 Financial investments188 181 Working capital71 (231)Cash and Cash EquivalentsCash 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 December 31, 2023, our cash and cash equivalents of $453 million were primarily invested in money market funds, commercial paper, municipal bonds and bank deposits. **Current (2025):** 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 Annual Report on Form 10-K. 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 Annual Report on Form 10-K, including our 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 table presents 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: 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 table presents 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: 45 45 45 Year Ended December 31,202420232022(in millions, except per share amounts)U.S. GAAP net income attributable to Nasdaq$1,117 $1,059 $1,125 Non-GAAP adjustments:Adenza purchase accounting adjustment34 - - Amortization expense of acquired intangible assets488 206 153 Merger and strategic initiatives expense35 148 82 Restructuring charges116 80 15 Lease asset impairments - 25 - Extinguishment of debt4 - 16 Net (income) loss from unconsolidated investees(16)7 (29)Legal and regulatory matters20 12 26 Pension settlement charge23 9 - Other (income) loss(15)21 2 Total non-GAAP adjustments$689 $508 $265 Total non-GAAP tax adjustments(208)(134)(66)Tax on intra-group transfer of IP assets33 - - Total non-GAAP adjustments, net of tax$514 $374 $199 Non-GAAP net income attributable to Nasdaq$1,631 $1,433 $1,324 U.S. GAAP effective tax rate23.1 %24.6 %23.9 %Total adjustments from non-GAAP tax rate0.7 %0.4 %0.1 %Non-GAAP effective tax rate23.8 %25.0 %24.0 %Weighted-average common shares outstanding for diluted earnings per share579.2 508.4 497.9 U.S. GAAP diluted earnings per share$1.93 $2.08 $2.26 Total adjustments from non-GAAP net income0.89 0.74 0.40 Non-GAAP diluted earnings per share$2.82 $2.82 $2.66 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 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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, to optimize our efficiencies as a combined organization. We further expanded this restructuring program in the fourth quarter of 2024 to accelerate our momentum. 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. We completed this program in September 2024. See Note 20, "Restructuring Charges," to the consolidated financial statements for further discussion of these programs. Year Ended December 31,202420232022(in millions, except per share amounts)U.S. GAAP net income attributable to Nasdaq$1,117 $1,059 $1,125 Non-GAAP adjustments:Adenza purchase accounting adjustment34 - - Amortization expense of acquired intangible assets488 206 153 Merger and strategic initiatives expense35 148 82 Restructuring charges116 80 15 Lease asset impairments - 25 - Extinguishment of debt4 - 16 Net (income) loss from unconsolidated investees(16)7 (29)Legal and regulatory matters20 12 26 Pension settlement charge23 9 - Other (income) loss(15)21 2 Total non-GAAP adjustments$689 $508 $265 Total non-GAAP tax adjustments(208)(134)(66)Tax on intra-group transfer of IP assets33 - - Total non-GAAP adjustments, net of tax$514 $374 $199 Non-GAAP net income attributable to Nasdaq$1,631 $1,433 $1,324 U.S. GAAP effective tax rate23.1 %24.6 %23.9 %Total adjustments from non-GAAP tax rate0.7 %0.4 %0.1 %Non-GAAP effective tax rate23.8 %25.0 %24.0 %Weighted-average common shares outstanding for diluted earnings per share579.2 508.4 497.9 U.S. GAAP diluted earnings per share$1.93 $2.08 $2.26 Total adjustments from non-GAAP net income0.89 0.74 0.40 Non-GAAP diluted earnings per share$2.82 $2.82 $2.66 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: Year Ended December 31,202420232022(in millions, except per share amounts)U.S. GAAP net income attributable to Nasdaq$1,117 $1,059 $1,125 Non-GAAP adjustments:Adenza purchase accounting adjustment34 - - Amortization expense of acquired intangible assets488 206 153 Merger and strategic initiatives expense35 148 82 Restructuring charges116 80 15 Lease asset impairments - 25 - Extinguishment of debt4 - 16 Net (income) loss from unconsolidated investees(16)7 (29)Legal and regulatory matters20 12 26 Pension settlement charge23 9 - Other (income) loss(15)21 2 Total non-GAAP adjustments$689 $508 $265 Total non-GAAP tax adjustments(208)(134)(66)Tax on intra-group transfer of IP assets33 - - Total non-GAAP adjustments, net of tax$514 $374 $199 Non-GAAP net income attributable to Nasdaq$1,631 $1,433 $1,324 U.S. GAAP effective tax rate23.1 %24.6 %23.9 %Total adjustments from non-GAAP tax rate0.7 %0.4 %0.1 %Non-GAAP effective tax rate23.8 %25.0 %24.0 %Weighted-average common shares outstanding for diluted earnings per share579.2 508.4 497.9 U.S. GAAP diluted earnings per share$1.93 $2.08 $2.26 Total adjustments from non-GAAP net income0.89 0.74 0.40 Non-GAAP diluted earnings per share$2.82 $2.82 $2.66 --- ## Modified: Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results. **Key changes:** - Reworded sentence: "We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations." - Reworded sentence: "Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others." - Added sentence: "Failure to attract and retain key personnel may adversely affect our ability to conduct our business.Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies." - Added sentence: "In the current tight labor market, we have intensified our efforts to recruit and retain talent." - Added sentence: "Competition for key personnel in the various localities and business segments in which we operate is intense." **Prior (2024):** We are making significant investments in artificial intelligence, or AI, including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, investor relations and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of new or enhanced laws or regulations, for which compliance may be costly and burdensome or involve litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results. **Current (2025):** We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results. Failure to attract and retain key personnel may adversely affect our ability to conduct our business.Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all.Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds.We are subject to risks relating to our operation of a clearinghouse, including counterparty and liquidity risks, risk of defaults by clearing members and risks associated with adequacy of the customer margin and of default funds. Our clearinghouse operations expose us to counterparties with differing risk profiles. We may be adversely impacted by the financial distress or failure of a clearing member, which may cause us negative financial impact, reputational harm or regulatory consequences, including litigation or regulatory enforcement actions.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Year Ended December 31,202420232022Shares$Shares$Shares$Common stockBeginning balance575 6 492 5 500 5 Acquisition-related stock issuance - - 86 1 - - Ending balance6 6 5 Additional paid-in capitalBeginning balance5,496 1,445 1,949 Share repurchase program(2)(145)(5)(269)(5)(308)ASR agreement - - - - (6)(325)Share-based compensation2 141 3 122 3 106 Acquisition-related stock issuance - - - 4,169 - - Other issuances of common stock, net138 129 123 Ending balance5,530 5,496 1,445 Common stock in treasury, at costBeginning balance(587)(515)(437)Other employee stock activity(1)(60)(2)(72)(1)(78)Ending balance(647)(587)(515)Accumulated other comprehensive lossBeginning balance(1,924)(1,991)(1,587)Other comprehensive income (loss)(175)67 (404)Ending balance(2,099)(1,924)(1,991)Retained earningsBeginning balance7,825 7,207 6,465 Net income attributable to Nasdaq1,117 1,059 1,125 Cash dividends declared and paid(541)(441)(383)Ending balance8,401 7,825 7,207 Total Nasdaq stockholders' equity11,191 10,816 6,151 Noncontrolling interestsBeginning balance11 13 10 Net activity related to noncontrolling interests(2)(2)3 Ending balance9 11 13 Total Equity575 $11,200 575 $10,827 492 $6,164 2022 ASR agreement Other comprehensive income (loss) Net activity related to noncontrolling interests See accompanying notes to consolidated financial statements." **Prior (2024):** Year Ended December 31, 202320222021Net income$1,057 $1,123 $1,187 Other comprehensive income (loss): Foreign currency translation gains (losses)39 (375)(176)Income tax benefit (expense)(1)18 (32)(42)Foreign currency translation, net57 (407)(218)Net unrealized gain from cash flow hedges2 - - Employee benefit plan adjustment gains (losses)11 5 (1)Employee benefit plan income tax provision(3)(2) - Employee benefit plan, net8 3 (1)Total other comprehensive income (loss), net of tax67 (404)(219)Comprehensive income1,124 719 968 Comprehensive loss attributable to noncontrolling interests2 2 - Comprehensive income attributable to Nasdaq$1,126 $721 $968 Other comprehensive income (loss): Foreign currency translation gains (losses) Income tax benefit (expense)(1) Net unrealized gain from cash flow hedges **Current (2025):** Year Ended December 31, 202420232022Net income$1,115 $1,057 $1,123 Other comprehensive income (loss): Foreign currency translation gains (losses)(135)39 (375)Income tax benefit (expense)(1)(45)18 (32)Foreign currency translation, net(180)57 (407)Employee benefit plan adjustment 17 11 5 Income tax expense(4)(3)(2)Employee benefit plan, net13 8 3 Unrealized gain (loss) on derivatives instruments, net(8)2 - Total other comprehensive income (loss), net of tax(175)67 (404)Comprehensive income940 1,124 719 Comprehensive loss attributable to noncontrolling interests2 2 2 Comprehensive income attributable to Nasdaq$942 $1,126 $721 Foreign currency translation gains (losses) Income tax benefit (expense)(1) Income tax expense Unrealized gain (loss) on derivatives instruments, net --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "Equity Derivative Trading" for an explanation of Section 31 fees for 2024 as compared with the same period in 2023." - Reworded sentence: "Tape PlansThe following table presents revenues from our U.S." - Removed sentence: "The decrease was primarily due to lower rebate capture rate, lower U.S." - Removed sentence: "42 42 42 industry volumes, and lower U.S." - Removed sentence: "matched market share executed on Nasdaq's exchanges.U.S." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: Data & Listing Services Revenues **Key changes:** - Reworded sentence: "The following tables present key drivers from our Data & Listing Services business: Year Ended December 31,202420232022IPOsThe Nasdaq Stock Market180 130 161Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic14 7 38Total new listingsThe Nasdaq Stock Market463 330 366 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic31 23 63As of December 31,202420232022Number of listed companiesThe Nasdaq Stock Market4,075 4,044 4,230 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,174 1,218 1,251 ARR (in millions)691 682 664" **Prior (2024):** The following table presents key drivers from our Data & Listing Services business: Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 **Current (2025):** The following tables present key drivers from our Data & Listing Services business: Year Ended December 31,202420232022IPOsThe Nasdaq Stock Market180 130 161Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic14 7 38Total new listingsThe Nasdaq Stock Market463 330 366 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic31 23 63As of December 31,202420232022Number of listed companiesThe Nasdaq Stock Market4,075 4,044 4,230 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,174 1,218 1,251 ARR (in millions)691 682 664 --- ## Modified: 7. PROPERTY AND EQUIPMENT, NET **Key changes:** - Reworded sentence: "The following table presents our major categories of property and equipment, net: December 31, 2024December 31, 2023 (in millions)Data processing equipment and software$905 $913 Furniture, equipment and leasehold improvements294 325 Total property and equipment1,199 1,238 Less: accumulated depreciation and amortization and impairment charges(606)(662)Total property and equipment, net$593 $576 Depreciation and amortization expense for property and equipment was $125 million for the year ended December 31, 2024, $117 million for the year ended December 31, 2023, and $105 million for the year ended December 31, 2022." - Reworded sentence: "We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022." - Reworded sentence: "There were no other material impairments of property and equipment recorded in 2024, 2023 and 2022." - Reworded sentence: "The changes in our deferred revenue during the year ended December 31, 2024 are reflected in the following table: Balance at December 31, 2023AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2024(in millions)Capital Access Platforms:Initial Listings$97 $30 $(36)$(2)$89 Annual Listings3 2 (2)(1)2 Workflow & Insights180 192 (178) - 194 Financial Technology:Financial Crime Management Technology123 146 (117)(4)148 Regulatory Technology68 87 (63)55 147 Capital Markets Technology183 177 (173)(2)185 Other21 15 (11)(2)23 Total$675 $649 $(580)$44 $788 In the above table:•Additions reflect deferred revenue billed in the current period, net of recognition.•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.•Adjustments primarily reflect foreign currency translation adjustments and the impact of the measurement period adjustment recorded during the third quarter of 2024." - Reworded sentence: "As of December 31, 2024, we estimate that our deferred revenue will be recognized in the following years:Fiscal year ended:202520262027202820292030+Total(in millions)Capital Access Platforms:Initial Listings$34 $28 $15 $6 $4 $2 $89 Annual Listings2 - - - - - 2 Workflow & Insights192 2 - - - - 194 Financial Technology:Financial Crime Management Technology144 2 1 1 - - 148 Regulatory Technology146 1 - - - - 147 Capital Markets Technology179 3 2 1 - - 185 Other14 5 3 1 - - 23 Total$711 $41 $21 $9 $4 $2 $788 The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts." **Prior (2024):** The following table presents our major categories of property and equipment, net: Year Ended December 31, 20232022 (in millions)Data processing equipment and software$913 $786 Furniture, equipment and leasehold improvements325 305 Total property and equipment1,238 1,091 Less: accumulated depreciation and amortization and impairment charges(662)(559)Total property and equipment, net$576 $532 Depreciation and amortization expense for property and equipment was $117 million for the year ended December 31, 2023, $105 million for the year ended December 31, 2022, and $108 million for the year ended December 31, 2021. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. F-24 F-24 F-24 We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life of $12 million in 2023, $8 million in 2022 and $4 million in 2021. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, "Restructuring Charges," for further discussion. There were no other material impairments of property and equipment recorded in 2023, 2022 and 2021. As of December 31, 2023 and 2022, we did not own any real estate properties.8. DEFERRED REVENUEDeferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2023 are reflected in the following table: Balance at December 31, 2022AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2023(in millions)Capital Access Platforms:Initial Listings$116 $19 $(39)$1 $97 Annual Listings2 2 (1) - 3 Workflow & Insights172 177 (169) - 180 Financial Technology:Financial Crime Management Technology103 122 (102) - 123 Regulatory Technology5 81 (19)1 68 Capital Markets Technology29 211 (59)2 183 Other21 9 (9) - 21 Total$448 $621 $(398)$4 $675 In the above table:•Additions reflect deferred revenue billed in the current period, net of recognition. Regulatory Technology and Capital Markets Technology additions include deferred revenue acquired as part of the acquisition of Adenza.•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.•Adjustments reflect foreign currency translation adjustments.•Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. As of December 31, 2023, we estimate that our deferred revenue will be recognized in the following years:Fiscal year ended:202420252026202720282029+Total(in millions)Capital Access Platforms:Initial Listings$37 $26 $20 $10 $3 $1 $97 Annual Listings3 - - - - - 3 Workflow & Insights178 2 - - - - 180 Financial Technology:Financial Crime Management Technology120 2 1 - - - 123 Regulatory Technology68 - - - - - 68 Capital Markets Technology176 3 2 2 - - 183 Other12 5 3 1 - - 21 Total$594 $38 $26 $13 $3 $1 $675 Deferred revenue that will be recognized in 2025 and beyond is included in other non-current liabilities in the Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain market technology contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life of $12 million in 2023, $8 million in 2022 and $4 million in 2021. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, "Restructuring Charges," for further discussion. There were no other material impairments of property and equipment recorded in 2023, 2022 and 2021. As of December 31, 2023 and 2022, we did not own any real estate properties.8. DEFERRED REVENUEDeferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2023 are reflected in the following table: Balance at December 31, 2022AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2023(in millions)Capital Access Platforms:Initial Listings$116 $19 $(39)$1 $97 Annual Listings2 2 (1) - 3 Workflow & Insights172 177 (169) - 180 Financial Technology:Financial Crime Management Technology103 122 (102) - 123 Regulatory Technology5 81 (19)1 68 Capital Markets Technology29 211 (59)2 183 Other21 9 (9) - 21 Total$448 $621 $(398)$4 $675 In the above table:•Additions reflect deferred revenue billed in the current period, net of recognition. Regulatory Technology and Capital Markets Technology additions include deferred revenue acquired as part of the acquisition of Adenza.•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.•Adjustments reflect foreign currency translation adjustments.•Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life of $12 million in 2023, $8 million in 2022 and $4 million in 2021. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, "Restructuring Charges," for further discussion. There were no other material impairments of property and equipment recorded in 2023, 2022 and 2021. As of December 31, 2023 and 2022, we did not own any real estate properties. **Current (2025):** The following table presents our major categories of property and equipment, net: December 31, 2024December 31, 2023 (in millions)Data processing equipment and software$905 $913 Furniture, equipment and leasehold improvements294 325 Total property and equipment1,199 1,238 Less: accumulated depreciation and amortization and impairment charges(606)(662)Total property and equipment, net$593 $576 Depreciation and amortization expense for property and equipment was $125 million for the year ended December 31, 2024, $117 million for the year ended December 31, 2023, and $105 million for the year ended December 31, 2022. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, "Restructuring Charges," for further discussion. There were no other material impairments of property and equipment recorded in 2024, 2023 and 2022. As of December 31, 2024, 2023 and 2022, we did not own any real estate properties. F-25 F-25 F-25 8. DEFERRED REVENUEDeferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2024 are reflected in the following table: Balance at December 31, 2023AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2024(in millions)Capital Access Platforms:Initial Listings$97 $30 $(36)$(2)$89 Annual Listings3 2 (2)(1)2 Workflow & Insights180 192 (178) - 194 Financial Technology:Financial Crime Management Technology123 146 (117)(4)148 Regulatory Technology68 87 (63)55 147 Capital Markets Technology183 177 (173)(2)185 Other21 15 (11)(2)23 Total$675 $649 $(580)$44 $788 In the above table:•Additions reflect deferred revenue billed in the current period, net of recognition.•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.•Adjustments primarily reflect foreign currency translation adjustments and the impact of the measurement period adjustment recorded during the third quarter of 2024. See Note 4, "Acquisition," for a description of the measurement period adjustment.•Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. As of December 31, 2024, we estimate that our deferred revenue will be recognized in the following years:Fiscal year ended:202520262027202820292030+Total(in millions)Capital Access Platforms:Initial Listings$34 $28 $15 $6 $4 $2 $89 Annual Listings2 - - - - - 2 Workflow & Insights192 2 - - - - 194 Financial Technology:Financial Crime Management Technology144 2 1 1 - - 148 Regulatory Technology146 1 - - - - 147 Capital Markets Technology179 3 2 1 - - 185 Other14 5 3 1 - - 23 Total$711 $41 $21 $9 $4 $2 $788 The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. 8. DEFERRED REVENUEDeferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2024 are reflected in the following table: Balance at December 31, 2023AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2024(in millions)Capital Access Platforms:Initial Listings$97 $30 $(36)$(2)$89 Annual Listings3 2 (2)(1)2 Workflow & Insights180 192 (178) - 194 Financial Technology:Financial Crime Management Technology123 146 (117)(4)148 Regulatory Technology68 87 (63)55 147 Capital Markets Technology183 177 (173)(2)185 Other21 15 (11)(2)23 Total$675 $649 $(580)$44 $788 In the above table:•Additions reflect deferred revenue billed in the current period, net of recognition.•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.•Adjustments primarily reflect foreign currency translation adjustments and the impact of the measurement period adjustment recorded during the third quarter of 2024. See Note 4, "Acquisition," for a description of the measurement period adjustment.•Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. --- ## Modified: Other Revenues **Key changes:** - Reworded sentence: "For the years ended December 31, 2024, 2023 and 2022, 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." **Prior (2024):** Other revenues related to our European power trading and clearing business, following our announcement in June 2023 to sell this business, subject to regulatory approval. Prior to June 2023, these amounts were included in our Market Services and Capital Access Platforms segments. Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022, as well as revenues associated with our U.S. Fixed Income business, which was sold in June 2021. Prior to the closing of the transaction, these revenues were included in our Market Services and Capital Access Platforms segments. Additionally, for the year ended December 31, 2021, other revenues include revenues associated with the NPM business which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions. Prior to July 2021, these revenues were included in our Capital Access Platforms segment. For the years ended December 31, 2023, 2022 and 2021, other revenues also include a transitional services agreement associated with a divested business. **Current (2025):** For the years ended December 31, 2024, 2023 and 2022, 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. In January 2025, we entered into a new agreement to transfer existing open positions in our Nordic power derivatives trading and clearing business to a European exchange. The completion of this transaction is subject to customary regulatory approvals. Revenues from this business will continue to be reflected in Other revenues. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments. For the years ended December 31, 2023 and 2022, Other revenues also include revenues related to a transitional services agreement associated with a divested business. For the year ended December 31, 2022, Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services and Capital Access Platforms segments. EXPENSES --- ## Modified: Index Revenues **Key changes:** - Reworded sentence: "The following table presents key drivers from our Index business: As of or Year Ended December 31,202420232022Number of licensed ETPs401 364 348TTM change in period end ETP AUM tracking Nasdaq indices (in billions)Beginning balance$473 $315 $424 Net appreciation (depreciation)110 128 (142)Net impact of ETP sponsor switches(16)(1)(1)Net inflows80 31 34 Ending balance$647 $473 $315 Annual average ETP AUM tracking Nasdaq indices (in billions)$558 $396 $351 ARR (in millions)$76 $72 $68 As of or" **Prior (2024):** The following table presents key drivers from our Index business: As of or Three Months Ended December 31,202320222021Number of licensed ETPs388 379 362TTM change in period end ETP AUM tracking Nasdaq indices (in billions)Beginning balance$315 $424 $359 Net appreciation (depreciation) 128 (142)83 Net impact of ETP sponsor switches(1)(1)(92)Net inflows31 34 74 Ending balance$473 $315 $424 Quarterly average ETP AUM tracking Nasdaq indices (in billions)$436 $326 $400 ARR$72 $68 $67 **Current (2025):** The following table presents key drivers from our Index business: As of or Year Ended December 31,202420232022Number of licensed ETPs401 364 348TTM change in period end ETP AUM tracking Nasdaq indices (in billions)Beginning balance$473 $315 $424 Net appreciation (depreciation)110 128 (142)Net impact of ETP sponsor switches(16)(1)(1)Net inflows80 31 34 Ending balance$647 $473 $315 Annual average ETP AUM tracking Nasdaq indices (in billions)$558 $396 $351 ARR (in millions)$76 $72 $68 As of or --- ## Modified: Market Services **Key changes:** - Reworded sentence: "The following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** The following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Market Services $3,156 $3,632 $3,471 (13.1)%4.6 %Transaction-based expenses:Transaction rebates(1,838)(2,092)(2,168)(12.1)%(3.5)%Brokerage, clearance and exchange fees(331)(552)(298)(40.0)%85.2 %Total Market Services, net$987 $988 $1,005 (0.1)%(1.7)% 2021 **Current (2025):** The following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Market Services $3,771 $3,156 $3,632 20.9 %(13.4)%Transaction-based expenses:Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total Market Services, net$1,020 $987 $988 3.4 %(0.1)% 2022 --- ## Modified: Share Repurchase Program **Key changes:** - Reworded sentence: "33 33 33 Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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:PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program." - Added sentence: "Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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:PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program." - Added sentence: "•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." **Prior (2024):** See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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, 2023:Period(a) Total Number of Shares Purchased(b) Average Price Paid Per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2023 Share repurchase program - $ - - $2,000 Employee transactions19,360 $48.85 N/A N/ANovember 2023Share repurchase program1,751,513 $52.36 1,751,513 $1,908 Employee transactions - $ - N/A N/ADecember 2023Share repurchase program333,261 $54.44 333,261 $1,890 Employee transactions17,883 $56.22 N/A N/ATotal Quarter Ended December 31, 2023Share repurchase program2,084,774 $52.69 2,084,774 $1,890 Employee transactions37,243 $52.39 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. **Current (2025):** See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. 33 33 33 Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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:PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe 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:PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/AIn the preceding table:•N/A - Not applicable.•See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. --- ## Modified: Failure to attract and retain key personnel may adversely affect our ability to conduct our business. **Key changes:** - Reworded sentence: "Competition for key personnel in the various localities and business segments in which we operate is intense." **Prior (2024):** Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in 21 21 21 the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all.Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds.We are subject to risks relating to our operation of a clearinghouse, including counterparty and liquidity risks, risk of defaults by clearing members and risks associated with adequacy of the customer margin and of default funds. Our clearinghouse operations expose us to counterparties with differing risk profiles. We may be adversely impacted by the financial distress or failure of a clearing member, which may cause us negative financial impact, reputational harm or regulatory consequences, including litigation or regulatory enforcement actions.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient.We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.Nasdaq, as technology provider to the UTP Operating Committee, has implemented measures to enhance the resiliency of the existing processor system. Nasdaq transferred the processor technology platform to our INET platform and this migration further enhanced the resiliency of the processor systems. However, if future outages occur or the processor systems fail to function properly while we are operating the systems, it could have an adverse effect on our business, reputation and financial condition.Stagnation or decline in the listings market could have an adverse effect on our revenues.The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. In 2023, we again experienced a decrease in new listings from IPOs, including SPACs, and an increase in delistings. A prolonged decrease in the number of listings, or failure of existing SPACs to successfully complete transactions with target companies and dissolve, could negatively impact the growth of our revenues. Our Corporate Solutions business is also impacted by declines in the listings market or increases in acquisitions activity as there may be fewer publicly-traded customers that need our products.RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:•difficulties, costs or complications in combining the companies' operations, including technology platforms, and security measures and infrastructure that may need greater remediation than anticipated, which could lead to us not achieving the synergies we anticipate or customers not renewing their contracts with us as we migrate platforms; the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all.Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds.We are subject to risks relating to our operation of a clearinghouse, including counterparty and liquidity risks, risk of defaults by clearing members and risks associated with adequacy of the customer margin and of default funds. Our clearinghouse operations expose us to counterparties with differing risk profiles. We may be adversely impacted by the financial distress or failure of a clearing member, which may cause us negative financial impact, reputational harm or regulatory consequences, including litigation or regulatory enforcement actions.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient. the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all. **Current (2025):** Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all. --- ## Modified: Contract Balances **Key changes:** - Reworded sentence: "Substantially all of our revenues are considered to be revenues from contracts with customers." - Reworded sentence: "The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.(in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023." **Prior (2024):** Shares of Nasdaq common stock issued Closing price per share of Nasdaq common stock on November 1, 2023 Fair value of equity portion of the purchase consideration Cash consideration Total purchase consideration At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to "Common Stock" of Note 12, "Nasdaq Stockholders' Equity." Adenza is part of our Financial Technology segment. The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. (in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 **Current (2025):** Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $10 million as of December 31, 2024 and $18 million as of December 31, 2023. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2024. We do not have obligations for warranties, returns or refunds to customers. Deferred revenue is the only significant contract asset or liability as of December 31, 2024. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition. We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2024: Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2025$297 $342 $338 $178 $1,155 2026245 223 270 109 847 2027155 111 195 49 510 202860 69 129 16 274 202916 19 76 5 116 2030+3 12 214 - 229 Total$776 $776 $1,222 $357 $3,131 F-21 F-21 F-21 4. ACQUISITIONIn June 2023, we entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued approximately $5.0 billion of debt, and entered into a $600 million term loan, and used the proceeds for the cash portion of the consideration. See "Senior Unsecured Notes" and "2023 Term Loan" in "Financing of the Adenza Acquisition" of Note 9, "Debt Obligations," for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to "Common Stock" of Note 12, "Nasdaq Stockholders' Equity." This acquisition is part of our Financial Technology segment. On July 26, 2024, Nasdaq announced a secondary public offering of 41.6 million shares of our common stock held by Thoma Bravo, which was offered to the public at $65.30 per share. Nasdaq did not receive any proceeds from this offering of the shares held by Thoma Bravo. Concurrently, Nasdaq entered into a share repurchase agreement with Thoma Bravo and repurchased 1.2 million shares of our common stock from this offering. Nasdaq used cash on hand and borrowings under our commercial paper program to fund the share repurchase amount of $77 million. At the completion of these transactions, Thoma Bravo held 42.8 million shares of Nasdaq common stock, representing approximately 7.4% of the outstanding shares of Nasdaq.The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.(in millions)Goodwill$5,933 Acquired intangible assets5,050 Receivables, net236 Other net assets acquired153 Cash and cash equivalents48 Accrued personnel costs(44)Deferred revenue(130)Deferred tax liability on acquired intangible assets(1,262)Total purchase consideration$9,984 In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. In the fourth quarter of 2024, we finalized the purchase accounting for this acquisition.Intangible AssetsThe following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer RelationshipsTechnologyTrade NamesTotal Acquired Intangible AssetsIntangible asset value (in millions)$3,740 $950 $360 $5,050 Discount rate used9.5 %8.5 %8.5 %Estimated average useful life22 years6 years20 yearsCustomer RelationshipsCustomer relationships represent the contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. 4. ACQUISITIONIn June 2023, we entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued approximately $5.0 billion of debt, and entered into a $600 million term loan, and used the proceeds for the cash portion of the consideration. See "Senior Unsecured Notes" and "2023 Term Loan" in "Financing of the Adenza Acquisition" of Note 9, "Debt Obligations," for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share)Shares of Nasdaq common stock issued85.6 Closing price per share of Nasdaq common stock on November 1, 2023$48.71 Fair value of equity portion of the purchase consideration$4,170 Cash consideration$5,814 Total purchase consideration$9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to "Common Stock" of Note 12, "Nasdaq Stockholders' Equity." This acquisition is part of our Financial Technology segment. On July 26, 2024, Nasdaq announced a secondary public offering of 41.6 million shares of our common stock held by Thoma Bravo, which was offered to the public at $65.30 per share. Nasdaq did not receive any proceeds from this offering of the shares held by Thoma Bravo. Concurrently, Nasdaq entered into a share repurchase agreement with Thoma Bravo and repurchased 1.2 million shares of our common stock from this offering. Nasdaq used cash on hand and borrowings under our commercial paper program to fund the share repurchase amount of $77 million. At the completion of these transactions, Thoma Bravo held 42.8 million shares of Nasdaq common stock, representing approximately 7.4% of the outstanding shares of Nasdaq.The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. --- ## Modified: Non-Operating Income and Expenses **Key changes:** - Reworded sentence: "The following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** The following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions)Interest income$115 $7 $1 1,542.9 %600.0 %Interest expense(284)(129)(125)120.2 %3.2 %Net interest expense(169)(122)(124)38.5 %(1.6)%Net gain on divestiture of business - - 84 - %(100.0)%Other income (loss)(1)2 81 (150.0)%(97.5)%Net income (loss) from unconsolidated investees(7)31 52 (122.6)%(40.4)%Total non-operating income (expenses)$(177)$(89)$93 98.9 %(195.7)% 2021 **Current (2025):** The following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 % 2024 vs. 2023 --- ## Modified: Net Investment Hedges **Key changes:** - Reworded sentence: "Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates." - Reworded sentence: "Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income.Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income.Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable." **Prior (2024):** We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure.As of December 31, 2023 and 2022, the fair value amounts of our derivative instruments were immaterial.Net Investment HedgesNet assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.Our 2029, 2030, 2032 and 2033 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of the 2029, 2030, 2032 and 2033 Notes into U.S. dollars is recorded in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets. See "Net Investment Hedge" of Note 9, "Debt Obligations," for further discussion.Property and Equipment, netProperty and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment.Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease.We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product's technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income.Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, included in other assets in our Consolidated Balance Sheets, and are amortized over the expected service expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2023 and 2022, the fair value amounts of our derivative instruments were immaterial. **Current (2025):** Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of these notes into U.S. dollars is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. See "Net Investment Hedge" of Note 9, "Debt Obligations," for further discussion. F-12 F-12 F-12 Property and Equipment, netProperty and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment.Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease.We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product's technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income.Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income.Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. For internal use software, an impairment charge is recognized when the carrying amount of the internal use software exceeds its fair value and is not recoverable. For software to be sold, leased, or marketed, the carrying amount of the software is compared to its net realizable value, which represents the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product. The amount by which the carrying amount exceeds the net realizable value shall be written off. Any required impairment loss is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.See Note 7, "Property and Equipment, net," for further discussion.LeasesAt inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2024, these leases have varying lease terms with remaining maturities ranging up to 12 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in the Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred.We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, "Leases," for further discussion.Goodwill and Indefinite-Lived Intangible AssetsGoodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a Property and Equipment, netProperty and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment.Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease.We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product's technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income.Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income.Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. For internal use software, an impairment charge is recognized when the carrying amount of the internal use software exceeds its fair value and is not recoverable. For software to be sold, leased, or marketed, the carrying amount of the software is compared to its net realizable value, which represents the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product. The amount by which the carrying amount exceeds the net realizable value shall be written off. Any required impairment loss is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.See Note 7, "Property and Equipment, net," for further discussion. --- ## Modified: COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN **Key changes:** - Reworded sentence: "Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 35 35 35 Item 6." **Prior (2024):** • B3 S.A. 36 36 36 Item 6. [Reserved]Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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, 2023 and December 31, 2022 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 "Item 1A. Risk Factors." For further discussion of our growth strategy, products and services, and competitive strengths, see "Item 1. Business." Discussion of fiscal year 2022 items and the year-over year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, 2022 and December 31, 2021 can be found in Part II, "Item 7. 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, 2022, which was previously filed with the SEC on February 23, 2023. For the Financial Technology segment, which was impacted by the new divisional structure subsequent to the Adenza acquisition, the comparisons presented in this discussion and analysis also include the year-over-year comparison of results of operations for the fiscal years ended December 31, 2022 and December 31, 2021. Business SegmentsOur organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. Following the acquisition of Adenza, we further refined the divisional structure 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 1, "Organization and Nature of Operations," and Note 19, "Business Segments," to the consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as three separate segments. See "Part I, Item 1. Business" for additional discussion on recent developments and highlights. Nasdaq's Operating ResultsThe following tables summarize our financial performance for the year ended December 31, 2023 compared to the same period in 2022 and for the year ended December 31, 2022 when compared to the same period in 2021. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See "2023 Acquisition," of Note 4, "Acquisitions," to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see "Segment Operating Results" below. Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions, except per share amounts) Revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %Operating expenses2,317 2,018 1,979 14.8 %2.0 %Operating income1,578 1,564 1,441 0.9 %8.5 %Net income attributable to Nasdaq$1,059 $1,125 $1,187 (5.9)%(5.2)%Diluted earnings per share$2.08 $2.26 $2.35 (8.0)%(3.8)%Cash dividends declared per common share$0.86 $0.78 $0.70 10.3 %11.4 %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 7A. Quantitative and Qualitative Disclosures about Market Risk." Item 6. [Reserved]Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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, 2023 and December 31, 2022 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 "Item 1A. Risk Factors." For further discussion of our growth strategy, products and services, and competitive strengths, see "Item 1. Business." Discussion of fiscal year 2022 items and the year-over year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, 2022 and December 31, 2021 can be found in Part II, "Item 7. 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, 2022, which was previously filed with the SEC on February 23, 2023. For the Financial Technology segment, which was impacted by the new divisional structure subsequent to the Adenza acquisition, the comparisons presented in this discussion and analysis also include the year-over-year comparison of results of operations for the fiscal years ended December 31, 2022 and December 31, 2021. Business SegmentsOur organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. Following the acquisition of Adenza, we further refined the divisional structure 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 1, "Organization and Nature of Operations," and Note 19, "Business Segments," to the consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as three separate segments. See "Part I, Item 1. Business" for additional discussion on recent developments and highlights. Item 6. [Reserved] Item 7. 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 refers to the year-over-year comparison for the fiscal years ended December 31, 2023 and December 31, 2022 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 "Item 1A. Risk Factors." For further discussion of our growth strategy, products and services, and competitive strengths, see "Item 1. Business." Discussion of fiscal year 2022 items and the year-over year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, 2022 and December 31, 2021 can be found in Part II, "Item 7. 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, 2022, which was previously filed with the SEC on February 23, 2023. For the Financial Technology segment, which was impacted by the new divisional structure subsequent to the Adenza acquisition, the comparisons presented in this discussion and analysis also include the year-over-year comparison of results of operations for the fiscal years ended December 31, 2022 and December 31, 2021. **Current (2025):** Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 35 35 35 Item 6. [Reserved]Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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. Risk Factors." For further discussion of our growth strategy, products and services, and competitive strengths, see "Part I, Item 1. Business." For a similar discussion comparing the fiscal years ended December 31, 2023 and 2022, 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, 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. EXECUTIVE OVERVIEWNasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.2024 Highlights•Throughout 2024, Nasdaq substantially completed the integration of AxiomSL and Calypso. •In 2024, our Financial Technology segment delivered more than 10% ARR growth, reflecting an increase in new clients, cross-sells and upsells. •Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised.•In 2024, Nasdaq achieved an 82% win rate among Nasdaq-eligible IPOs in the U.S., representing 180 deals and $23 billion in total proceeds raised.•In 2024, our Index business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion as of December 31, 2024. In addition, the Index business launched a record 116 new products with its clients.•In 2024, our Market Services segment achieved record net revenue. The Closing Cross set full year records in both share volume and notional value traded.Macroeconomic environmentOur business performance can be positively or negatively impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in 2024 as compared to 2023 has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices. In our corporate solutions business, we managed through market challenges, as corporate buying cycles remained elongated throughout the year. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See "Part I, Item 1A. Risk Factors" for further discussion. Item 6. [Reserved]Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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. Risk Factors." For further discussion of our growth strategy, products and services, and competitive strengths, see "Part I, Item 1. Business." For a similar discussion comparing the fiscal years ended December 31, 2023 and 2022, 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, 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. EXECUTIVE OVERVIEWNasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. Item 6. [Reserved] Item 7. 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 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. Risk Factors." For further discussion of our growth strategy, products and services, and competitive strengths, see "Part I, Item 1. Business." For a similar discussion comparing the fiscal years ended December 31, 2023 and 2022, 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, 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. --- ## Modified: Capital Access Platforms **Key changes:** - Reworded sentence: "The following tables present revenues and ARR from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** The following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 % **Current (2025):** The following tables present revenues and ARR from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Data & Listing Services$754 $749 $727 0.7 %3.0 %Index706 528 486 33.7 %8.6 %Workflow & Insights512 493 469 3.8 %5.2 %Total Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 % --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Year Ended December 31, 202420232022Net income$1,115 $1,057 $1,123 Other comprehensive income (loss): Foreign currency translation gains (losses)(135)39 (375)Income tax benefit (expense)(1)(45)18 (32)Foreign currency translation, net(180)57 (407)Employee benefit plan adjustment 17 11 5 Income tax expense(4)(3)(2)Employee benefit plan, net13 8 3 Unrealized gain (loss) on derivatives instruments, net(8)2 - Total other comprehensive income (loss), net of tax(175)67 (404)Comprehensive income940 1,124 719 Comprehensive loss attributable to noncontrolling interests2 2 2 Comprehensive income attributable to Nasdaq$942 $1,126 $721 Foreign currency translation gains (losses) Income tax benefit (expense)(1) Income tax expense Unrealized gain (loss) on derivatives instruments, net" **Prior (2024):** Year Ended December 31, 202320222021Net income$1,057 $1,123 $1,187 Other comprehensive income (loss): Foreign currency translation gains (losses)39 (375)(176)Income tax benefit (expense)(1)18 (32)(42)Foreign currency translation, net57 (407)(218)Net unrealized gain from cash flow hedges2 - - Employee benefit plan adjustment gains (losses)11 5 (1)Employee benefit plan income tax provision(3)(2) - Employee benefit plan, net8 3 (1)Total other comprehensive income (loss), net of tax67 (404)(219)Comprehensive income1,124 719 968 Comprehensive loss attributable to noncontrolling interests2 2 - Comprehensive income attributable to Nasdaq$1,126 $721 $968 Other comprehensive income (loss): Foreign currency translation gains (losses) Income tax benefit (expense)(1) Net unrealized gain from cash flow hedges **Current (2025):** Year Ended December 31, 202420232022Net income$1,115 $1,057 $1,123 Other comprehensive income (loss): Foreign currency translation gains (losses)(135)39 (375)Income tax benefit (expense)(1)(45)18 (32)Foreign currency translation, net(180)57 (407)Employee benefit plan adjustment 17 11 5 Income tax expense(4)(3)(2)Employee benefit plan, net13 8 3 Unrealized gain (loss) on derivatives instruments, net(8)2 - Total other comprehensive income (loss), net of tax(175)67 (404)Comprehensive income940 1,124 719 Comprehensive loss attributable to noncontrolling interests2 2 2 Comprehensive income attributable to Nasdaq$942 $1,126 $721 Foreign currency translation gains (losses) Income tax benefit (expense)(1) Income tax expense Unrealized gain (loss) on derivatives instruments, net --- ## Modified: Disaggregation of Revenue **Key changes:** - Reworded sentence: "The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31,202420232022(in millions)Capital Access PlatformsData & Listing Services$754 $749 $727 Index706 528 486 Workflow & Insights512 493 469 Financial TechnologyFinancial Crime Management Technology273 223 176 Regulatory Technology352 212 130 Capital Markets Technology996 664 558 Market Services, net1,020 987 988 Other revenues36 39 48 Revenues less transaction-based expenses$4,649 $3,895 $3,582 2022 Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the years ended December 31, 2024, 2023 and 2022." - Reworded sentence: "See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition.We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year." - Added sentence: "The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts." - Reworded sentence: "The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2024:Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2025$297 $342 $338 $178 $1,155 2026245 223 270 109 847 2027155 111 195 49 510 202860 69 129 16 274 202916 19 76 5 116 2030+3 12 214 - 229 Total$776 $776 $1,222 $357 $3,131" **Prior (2024):** Substantially all revenues from the Capital Access Platforms segment are recognized over time for the years ended December 31, 2023, 2022 and 2021. For 2023, 6.7% of the Financial Technology segment revenues were recognized at a point in time. This relates to AxiomSL and Calypso license revenues for the two months since acquisition. The remaining Financial Technology revenues were recognized over time. For the years ended December 31, 2023, 2022 and 2021 approximately 93.0%, 93.2%, and 93.6% respectively, of Market Services revenues were recognized at a point in time and 7.0%, 6.8% and 6.4%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2023. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of December 31, 2023. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Annual and Initial Listings, Workflow & Insights, Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology contracts. See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition.We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2023:Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2024$224 $261 $311 $159 $955 2025206 174 243 101 724 2026137 78 193 47 455 202753 44 131 24 252 202816 26 71 14 127 2029+2 5 129 - 136 Total$638 $588 $1,078 $345 $2,649 4. ACQUISITIONS2023 AcquisitionIn June 2023, we entered into a definitive agreement to acquire Adenza Holdings, Inc., or Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued $5.6 billion of debt and entered into a $600 million term loan and used the proceeds for the cash portion of the consideration. See "Senior Unsecured Notes" and "2023 Term Loan" in "Financing of the Adenza Acquisition" of Note 9, "Debt Obligations," for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total of purchase consideration of $9,984 million, which comprises the following: our fees for Annual and Initial Listings, Workflow & Insights, Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology contracts. See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2023: Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2024$224 $261 $311 $159 $955 2025206 174 243 101 724 2026137 78 193 47 455 202753 44 131 24 252 202816 26 71 14 127 2029+2 5 129 - 136 Total$638 $588 $1,078 $345 $2,649 2029+ **Current (2025):** The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31,202420232022(in millions)Capital Access PlatformsData & Listing Services$754 $749 $727 Index706 528 486 Workflow & Insights512 493 469 Financial TechnologyFinancial Crime Management Technology273 223 176 Regulatory Technology352 212 130 Capital Markets Technology996 664 558 Market Services, net1,020 987 988 Other revenues36 39 48 Revenues less transaction-based expenses$4,649 $3,895 $3,582 2022 Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the years ended December 31, 2024, 2023 and 2022. For the years ended December 31, 2024, 2023 and 2022, approximately 95.3%, 93.0% and 93.2%, respectively, of Market Services revenues were recognized at a point in time and 4.7%, 7.0% and 6.8%, respectively, were recognized over time. During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL's subscription-based revenues on a ratable basis over the contract term. The change reflects new information obtained on the frequent and ongoing mandatory updates to AxiomSL's regulatory reporting software, which are critical to the utility and value of the product for the client. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. See Note 4, "Acquisition," for further discussion on the measurement period adjustment. Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $10 million as of December 31, 2024 and $18 million as of December 31, 2023. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2024. We do not have obligations for warranties, returns or refunds to customers.Deferred revenue is the only significant contract asset or liability as of December 31, 2024. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition.We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2024:Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2025$297 $342 $338 $178 $1,155 2026245 223 270 109 847 2027155 111 195 49 510 202860 69 129 16 274 202916 19 76 5 116 2030+3 12 214 - 229 Total$776 $776 $1,222 $357 $3,131 --- ## Modified: Equity Method Investments **Key changes:** - Reworded sentence: "As of December 31, 2024 and 2023, our equity method investments primarily included our 40.0% equity interest in OCC." - Reworded sentence: "No material impairments were recorded for the years ended December 31, 2024, 2023 and 2022." **Prior (2024):** We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of December 31, 2023 and 2022, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2023, 2022 and 2021. Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC and NPM, was $(7) million, $31 million, and $52 million for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2023, equity interest in the earnings of OCC was offset by our equity interest in the loss of NPM and another equity method investment. For the year ended December 31, 2022, lower equity interest in the earnings of OCC, as compared to 2021, was primarily driven by a reduction in the clearing fee rate that OCC charges its customers, partially offset by elevated U.S. industry trading volumes.Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 and December 31, 2022, our equity securities primarily represent various strategic investments made through our corporate venture program.7. PROPERTY AND EQUIPMENT, NETThe following table presents our major categories of property and equipment, net: Year Ended December 31, 20232022 (in millions)Data processing equipment and software$913 $786 Furniture, equipment and leasehold improvements325 305 Total property and equipment1,238 1,091 Less: accumulated depreciation and amortization and impairment charges(662)(559)Total property and equipment, net$576 $532 Depreciation and amortization expense for property and equipment was $117 million for the year ended December 31, 2023, $105 million for the year ended December 31, 2022, and $108 million for the year ended December 31, 2021. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC and NPM, was $(7) million, $31 million, and $52 million for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2023, equity interest in the earnings of OCC was offset by our equity interest in the loss of NPM and another equity method investment. For the year ended December 31, 2022, lower equity interest in the earnings of OCC, as compared to 2021, was primarily driven by a reduction in the clearing fee rate that OCC charges its customers, partially offset by elevated U.S. industry trading volumes. **Current (2025):** In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs. See Note 6, "Investments," for further discussion of our equity method investments.No material impairments were recorded to reduce the carrying value of our equity method investments in 2024, 2023 or 2022.Derivative Financial Instruments and Hedging ActivitiesNon-Designated DerivativesWe use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure.As of December 31, 2024 and 2023, the fair value of our derivative instruments were immaterial.Derivatives designated as cash flow hedgesWe enter into foreign currency contracts and designate them as cash flow hedges to manage forecasted foreign currency revenue and expenses. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on the hedged transactions. The change in fair value of these contracts is recorded, net of tax, in accumulated other comprehensive loss in the Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue or foreign currency expense to revenue or operating expense, as applicable.As of December 31, 2024 and 2023, the fair value of our derivative instruments designated as cash flow hedges were immaterial. Net Investment HedgesNet assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of these notes into U.S. dollars is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. See "Net Investment Hedge" of Note 9, "Debt Obligations," for further discussion. "Investments," for further discussion of our equity method investments. No material impairments were recorded to reduce the carrying value of our equity method investments in 2024, 2023 or 2022. --- ## Modified: Stagnation or decline in the listings market could have an adverse effect on our revenues. **Key changes:** - Reworded sentence: "A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues." **Prior (2024):** The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. In 2023, we again experienced a decrease in new listings from IPOs, including SPACs, and an increase in delistings. A prolonged decrease in the number of listings, or failure of existing SPACs to successfully complete transactions with target companies and dissolve, could negatively impact the growth of our revenues. Our Corporate Solutions business is also impacted by declines in the listings market or increases in acquisitions activity as there may be fewer publicly-traded customers that need our products. **Current (2025):** The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues. Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products. RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:•difficulties, costs or complications in combining the companies' operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms;•incompatibility of systems and operating methods;•reliance on, or provision of, transition services;•inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity;•difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting;•resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;•the diversion of management's attention from ongoing business concerns and other strategic opportunities;•difficulties in operating businesses we have not operated before;•difficulties of integrating multiple acquired businesses simultaneously;•the retention of key employees and management;•the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;•the coordination of geographically separate organizations;•the coordination and consolidation of ongoing and future research and development efforts;•possible tax costs or inefficiencies associated with integrating the operations of a combined company;•the retention of strategic partners and attracting new strategic partners; and•negative impacts on employee morale and performance as a result of job changes and reassignments. --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "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." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: 2023 vs. 2022 **Key changes:** - Reworded sentence: "The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation.Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza.Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 2023 following the abandonment of leased office space, partially offset by an increase in costs related to the inclusion of Adenza office space." - Reworded sentence: "For the years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition." - Reworded sentence: "For the years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation.Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza.Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023.Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation. Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza. Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023. Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition. Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. 43 43 43 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements.Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. 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. 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. For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. --- ## Modified: Other Long-Lived Assets **Key changes:** - Reworded sentence: "We review our other long-lived assets, such as finite-lived intangible assets, property and equipment and operating lease assets, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable." - Reworded sentence: "We fully impair our lease assets for locations that we vacate with no intention to sublease." **Prior (2024):** We review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. There were no material finite-lived impairment charges in 2023 and 2022. We recorded pre-tax, non-cash finite-lived intangible assets impairment charges of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition. In addition, we also recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $8 million in 2022, and $4 million in 2021. **Current (2025):** We review our other long-lived assets, such as finite-lived intangible assets, property and equipment and operating lease assets, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We fully impair our lease assets for locations that we vacate with no intention to sublease. There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023, and $8 million in 2022. See Note 20, "Restructuring Charges," for further discussion. There were no material operating lease assets impairments in 2024 and 2022. As a result of the review of our real estate and facility capacity requirements, for the year ended December 31, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment. See Note 16, "Leases," for further discussion. Revenue Recognition and Transaction-Based ExpensesRevenue From Contracts With CustomersOur revenue recognition policies under FASB ASC Topic 606, "Revenue from Contracts with Customers," or Topic 606, are described in the following paragraphs.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables which are net of an allowance for credit losses. We do not have obligations for warranties, returns or refunds to customers.The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, "Revenue From Contracts With Customers." Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, financial crime management technology, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2024 and 2023. See Note 8, "Deferred Revenue," for our discussion of deferred revenue balances, activity, and expected timing of recognition. See "Revenue Recognition" below for further descriptions of our revenue contracts. There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023, and $8 million in 2022. See Note 20, "Restructuring Charges," for further discussion. There were no material operating lease assets impairments in 2024 and 2022. As a result of the review of our real estate and facility capacity requirements, for the year ended December 31, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment. See Note 16, "Leases," for further discussion. --- ## Modified: Financial Crime Management Technology Revenues **Key changes:** - Reworded sentence: "The following table presents key drivers for our Financial Crime Management Technology business: As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 As of or" **Prior (2024):** The following table presents key drivers for Financial Crime Management Technology business: As of or Twelve Months Ended December 31,202320222021(in millions)ARR$226 $182 $149 Quarterly annualized SaaS revenues226 182 149 Financial Crime Management Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021 due to an increase in demand related to new sales to existing clients and new customer acquisitions. The 2022 increase was also driven by a $28 million purchase price adjustment from the Verafin acquisition on deferred revenue in 2021 and the inclusion of a full year of Verafin revenues in 2022. **Current (2025):** The following table presents key drivers for our Financial Crime Management Technology business: As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 As of or --- ## Modified: Consolidated Balance Sheets **Key changes:** - Reworded sentence: "(in millions, except share and par value amounts)December 31, 2024December 31, 2023AssetsCurrent assets:Cash and cash equivalents$592 $453 Restricted cash and cash equivalents31 20 Default funds and margin deposits (including restricted cash and cash equivalents of $4,383 and $6,645, respectively)5,664 7,275 Financial investments184 188 Receivables, net1,022 929 Other current assets293 231 Total current assets7,786 9,096 Property and equipment, net593 576 Goodwill13,957 14,112 Intangible assets, net6,905 7,443 Operating lease assets375 402 Other non-current assets779 665 Total assets$30,395 $32,294 LiabilitiesCurrent liabilities:Accounts payable and accrued expenses$269 $332 Section 31 fees payable to SEC319 84 Accrued personnel costs325 303 Deferred revenue711 594 Other current liabilities215 146 Default funds and margin deposits5,664 7,275 Short-term debt399 291 Total current liabilities7,902 9,025 Long-term debt9,081 10,163 Deferred tax liabilities, net1,594 1,642 Operating lease liabilities388 417 Other non-current liabilities230 220 Total liabilities19,195 21,467 Commitments and contingenciesEquityNasdaq stockholders' equity:Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,920,378 at December 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,062,217 at December 31, 2024 and 575,159,336 at December 31, 20236 6 Additional paid-in capital5,530 5,496 Common stock in treasury, at cost: 23,858,161 shares at December 31, 2024 and 22,855,184 shares at December 31, 2023 (647)(587)Accumulated other comprehensive loss(2,099)(1,924)Retained earnings8,401 7,825 Total Nasdaq stockholders' equity11,191 10,816 Noncontrolling interests9 11 Total equity11,200 10,827 Total liabilities and equity$30,395 $32,294 Default funds and margin deposits (including restricted cash and cash equivalents of $4,383 and $6,645, respectively) Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,920,378 at December 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,062,217 at December 31, 2024 and 575,159,336 at December 31, 2023 Common stock in treasury, at cost: 23,858,161 shares at December 31, 2024 and 22,855,184 shares at December 31, 2023 See accompanying notes to consolidated financial statements." **Prior (2024):** (in millions, except share and par value amounts)December 31, 2023December 31, 2022AssetsCurrent assets:Cash and cash equivalents$453 $502 Restricted cash and cash equivalents20 22 Default funds and margin deposits (including restricted cash and cash equivalents of $6,645 and $6,470, respectively)7,275 7,021 Financial investments188 181 Receivables, net929 677 Other current assets231 201 Total current assets9,096 8,604 Property and equipment, net576 532 Goodwill14,112 8,099 Intangible assets, net7,443 2,581 Operating lease assets402 444 Other non-current assets665 608 Total assets$32,294 $20,868 LiabilitiesCurrent liabilities:Accounts payable and accrued expenses$332 $185 Section 31 fees payable to SEC84 243 Accrued personnel costs303 243 Deferred revenue594 357 Other current liabilities146 122 Default funds and margin deposits7,275 7,021 Short-term debt291 664 Total current liabilities9,025 8,835 Long-term debt10,163 4,735 Deferred tax liabilities, net1,642 456 Operating lease liabilities417 452 Other non-current liabilities220 226 Total liabilities21,467 14,704 Commitments and contingenciesEquityNasdaq stockholders' equity:Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,014,520 at December 31, 2023 and 513,157,630 at December 31, 2022; shares outstanding: 575,159,336 at December 31, 2023 and 491,592,491 at December 31, 20226 5 Additional paid-in capital5,496 1,445 Common stock in treasury, at cost: 22,855,184 shares at December 31, 2023 and 21,565,139 shares at December 31, 2022 (587)(515)Accumulated other comprehensive loss(1,924)(1,991)Retained earnings7,825 7,207 Total Nasdaq stockholders' equity10,816 6,151 Noncontrolling interests11 13 Total equity10,827 6,164 Total liabilities and equity$32,294 $20,868 Default funds and margin deposits (including restricted cash and cash equivalents of $6,645 and $6,470, respectively) Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,014,520 at December 31, 2023 and 513,157,630 at December 31, 2022; shares outstanding: 575,159,336 at December 31, 2023 and 491,592,491 at December 31, 2022 Common stock in treasury, at cost: 22,855,184 shares at December 31, 2023 and 21,565,139 shares at December 31, 2022 See accompanying notes to consolidated financial statements. F-4 F-4 F-4 **Current (2025):** (in millions, except share and par value amounts)December 31, 2024December 31, 2023AssetsCurrent assets:Cash and cash equivalents$592 $453 Restricted cash and cash equivalents31 20 Default funds and margin deposits (including restricted cash and cash equivalents of $4,383 and $6,645, respectively)5,664 7,275 Financial investments184 188 Receivables, net1,022 929 Other current assets293 231 Total current assets7,786 9,096 Property and equipment, net593 576 Goodwill13,957 14,112 Intangible assets, net6,905 7,443 Operating lease assets375 402 Other non-current assets779 665 Total assets$30,395 $32,294 LiabilitiesCurrent liabilities:Accounts payable and accrued expenses$269 $332 Section 31 fees payable to SEC319 84 Accrued personnel costs325 303 Deferred revenue711 594 Other current liabilities215 146 Default funds and margin deposits5,664 7,275 Short-term debt399 291 Total current liabilities7,902 9,025 Long-term debt9,081 10,163 Deferred tax liabilities, net1,594 1,642 Operating lease liabilities388 417 Other non-current liabilities230 220 Total liabilities19,195 21,467 Commitments and contingenciesEquityNasdaq stockholders' equity:Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,920,378 at December 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,062,217 at December 31, 2024 and 575,159,336 at December 31, 20236 6 Additional paid-in capital5,530 5,496 Common stock in treasury, at cost: 23,858,161 shares at December 31, 2024 and 22,855,184 shares at December 31, 2023 (647)(587)Accumulated other comprehensive loss(2,099)(1,924)Retained earnings8,401 7,825 Total Nasdaq stockholders' equity11,191 10,816 Noncontrolling interests9 11 Total equity11,200 10,827 Total liabilities and equity$30,395 $32,294 Default funds and margin deposits (including restricted cash and cash equivalents of $4,383 and $6,645, respectively) Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,920,378 at December 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,062,217 at December 31, 2024 and 575,159,336 at December 31, 2023 Common stock in treasury, at cost: 23,858,161 shares at December 31, 2024 and 22,855,184 shares at December 31, 2023 See accompanying notes to consolidated financial statements. F-4 F-4 F-4 --- ## Modified: Equity Compensation Plan and ESPP Information **Key changes:** - Removed sentence: "The employees that joined us from Adenza are not yet eligible for participation in the ESPP, as payroll and benefits integration efforts remain ongoing following the consummation of the Adenza acquisition in November 2023." - Reworded sentence: "As of December 31, 2024, all our employees are eligible to participate." - Reworded sentence: "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." **Prior (2024):** Nasdaq's Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan. In addition, in jurisdictions where participation in the ESPP is permitted, all our employees are eligible. The employees that joined us from Adenza are not yet eligible for participation in the ESPP, as payroll and benefits integration efforts remain ongoing following the consummation of the Adenza acquisition in November 2023. 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. Offering periods under the ESPP are six months in duration. As of December 31, 2023, all our employees are eligible to participate.The Equity Plan and the ESPP have been previously 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, 2023.Plan CategoryNumber of sharesto be issued upon exercise of outstanding options, warrants and rights(a)Weighted-average exercise price ofoutstanding options, warrants and rights(b)Number of shares remaining availablefor future issuance under equity compensation plans (excluding shares reflected in column(a))(c)Equity compensation plans approved by stockholders1,420,323 $41.79 36,014,602 Equity compensation plans not approved by stockholders - - - Total1,420,323 $41.79 36,014,602 In the table above:•The number of shares to be issued upon exercise of outstanding options, warrants and rights include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. As of December 31, 2023, we also had 6,217,621 shares to be issued upon vesting of outstanding restricted stock and PSUs.•The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 24,598,016 shares of common stock that may be awarded pursuant to the Equity Plan and (b) 11,416,586 shares of common stock that may be issued pursuant to the ESPP. In addition, in jurisdictions where participation in the ESPP is permitted, all our employees are eligible. The employees that joined us from Adenza are not yet eligible for participation in the ESPP, as payroll and benefits integration efforts remain ongoing following the consummation of the Adenza acquisition in November 2023. 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. Offering periods under the ESPP are six months in duration. As of December 31, 2023, all our employees are eligible to participate. The Equity Plan and the ESPP have been previously 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, 2023. Plan CategoryNumber of sharesto be issued upon exercise of outstanding options, warrants and rights(a)Weighted-average exercise price ofoutstanding options, warrants and rights(b)Number of shares remaining availablefor future issuance under equity compensation plans (excluding shares reflected in column(a))(c)Equity compensation plans approved by stockholders1,420,323 $41.79 36,014,602 Equity compensation plans not approved by stockholders - - - Total1,420,323 $41.79 36,014,602 Number of shares **Current (2025):** Nasdaq's Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan. In addition, in jurisdictions where participation in the ESPP 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. Offering periods under the ESPP are six months in duration. As of December 31, 2024, all our employees are eligible to participate. The Equity Plan and the ESPP have been previously 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, 2024. 59 59 59 Plan CategoryNumber of sharesto be issued upon exercise of outstanding options, warrants and rights(a)Weighted-average exercise price ofoutstanding options, warrants and rights(b)Number of shares remaining availablefor future issuance under equity compensation plans (excluding shares reflected in column(a))(c)Equity compensation plans approved by stockholders1,420,323 $41.79 33,615,389 Equity compensation plans not approved by stockholders - - - Total1,420,323 $41.79 33,615,389 In the table above:•As of December 31, 2024, we also had 6,353,018 shares to be issued upon vesting of outstanding restricted stock and PSUs.•The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 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.Item 13. Certain Relationships and Related Transactions, and Director IndependenceInformation 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.Item 14. Principal Accountant Fees and ServicesInformation 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.PART IVItem 15. Exhibits and Financial Statement Schedules(a)(1) Financial StatementsSee "Index to Consolidated Financial Statements."(a)(2) Financial Statement SchedulesAll schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes.(a)(3) ExhibitsExhibit Number 2.1Share 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).†2.2Amendment 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).2.3Agreement 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).†3.1Amended 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).3.1.1Certificate 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).3.1.2Certificate 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 November 19, 2014). Plan CategoryNumber of sharesto be issued upon exercise of outstanding options, warrants and rights(a)Weighted-average exercise price ofoutstanding options, warrants and rights(b)Number of shares remaining availablefor future issuance under equity compensation plans (excluding shares reflected in column(a))(c)Equity compensation plans approved by stockholders1,420,323 $41.79 33,615,389 Equity compensation plans not approved by stockholders - - - Total1,420,323 $41.79 33,615,389 In the table above:•As of December 31, 2024, we also had 6,353,018 shares to be issued upon vesting of outstanding restricted stock and PSUs.•The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 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.Item 13. Certain Relationships and Related Transactions, and Director IndependenceInformation 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.Item 14. Principal Accountant Fees and ServicesInformation 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. Plan CategoryNumber of sharesto be issued upon exercise of outstanding options, warrants and rights(a)Weighted-average exercise price ofoutstanding options, warrants and rights(b)Number of shares remaining availablefor future issuance under equity compensation plans (excluding shares reflected in column(a))(c)Equity compensation plans approved by stockholders1,420,323 $41.79 33,615,389 Equity compensation plans not approved by stockholders - - - Total1,420,323 $41.79 33,615,389 Number of shares --- ## Modified: Recent Accounting Developments **Key changes:** - Reworded sentence: "In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid." - Reworded sentence: "See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition.We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year." - Added sentence: "The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts." - Reworded sentence: "The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2024:Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2025$297 $342 $338 $178 $1,155 2026245 223 270 109 847 2027155 111 195 49 510 202860 69 129 16 274 202916 19 76 5 116 2030+3 12 214 - 229 Total$776 $776 $1,222 $357 $3,131 3." **Prior (2024):** In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our Consolidated Financial Statements and disclosures. F-19 F-19 F-19 3. REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of RevenueThe following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2023 and 2022:Year Ended December 31,202320222021(in millions)Capital Access PlatformsData & Listing Services$749 $727 $678 Index528 486 459 Workflow & Insights493 469 429 Financial TechnologyFinancial Crime Management Technology223 176 104 Regulatory Technology212 130 127 Capital Markets Technology664 558 541 Market Services, net987 988 1,005 Other revenues39 48 77 Revenues less transaction-based expenses$3,895 $3,582 $3,420 Substantially all revenues from the Capital Access Platforms segment are recognized over time for the years ended December 31, 2023, 2022 and 2021. For 2023, 6.7% of the Financial Technology segment revenues were recognized at a point in time. This relates to AxiomSL and Calypso license revenues for the two months since acquisition. The remaining Financial Technology revenues were recognized over time. For the years ended December 31, 2023, 2022 and 2021 approximately 93.0%, 93.2%, and 93.6% respectively, of Market Services revenues were recognized at a point in time and 7.0%, 6.8% and 6.4%, respectively, were recognized over time.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2023. We do not have obligations for warranties, returns or refunds to customers.For the majority of our contracts with customers, except for our market technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration.Deferred revenue is the only significant contract asset or liability as of December 31, 2023. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Annual and Initial Listings, Workflow & Insights, Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology contracts. See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition.We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2023:Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2024$224 $261 $311 $159 $955 2025206 174 243 101 724 2026137 78 193 47 455 202753 44 131 24 252 202816 26 71 14 127 2029+2 5 129 - 136 Total$638 $588 $1,078 $345 $2,649 4. ACQUISITIONS2023 AcquisitionIn June 2023, we entered into a definitive agreement to acquire Adenza Holdings, Inc., or Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued $5.6 billion of debt and entered into a $600 million term loan and used the proceeds for the cash portion of the consideration. See "Senior Unsecured Notes" and "2023 Term Loan" in "Financing of the Adenza Acquisition" of Note 9, "Debt Obligations," for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total of purchase consideration of $9,984 million, which comprises the following: 3. REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of RevenueThe following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2023 and 2022:Year Ended December 31,202320222021(in millions)Capital Access PlatformsData & Listing Services$749 $727 $678 Index528 486 459 Workflow & Insights493 469 429 Financial TechnologyFinancial Crime Management Technology223 176 104 Regulatory Technology212 130 127 Capital Markets Technology664 558 541 Market Services, net987 988 1,005 Other revenues39 48 77 Revenues less transaction-based expenses$3,895 $3,582 $3,420 Substantially all revenues from the Capital Access Platforms segment are recognized over time for the years ended December 31, 2023, 2022 and 2021. For 2023, 6.7% of the Financial Technology segment revenues were recognized at a point in time. This relates to AxiomSL and Calypso license revenues for the two months since acquisition. The remaining Financial Technology revenues were recognized over time. For the years ended December 31, 2023, 2022 and 2021 approximately 93.0%, 93.2%, and 93.6% respectively, of Market Services revenues were recognized at a point in time and 7.0%, 6.8% and 6.4%, respectively, were recognized over time.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2023. We do not have obligations for warranties, returns or refunds to customers.For the majority of our contracts with customers, except for our market technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration.Deferred revenue is the only significant contract asset or liability as of December 31, 2023. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to **Current (2025):** In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid. The update is effective for annual periods beginning after December 15, 2024. This update should be applied prospectively, but entities have the option to apply it retrospectively. The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements. F-20 F-20 F-20 3. REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of RevenueThe following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2024, 2023 and 2022:Year Ended December 31,202420232022(in millions)Capital Access PlatformsData & Listing Services$754 $749 $727 Index706 528 486 Workflow & Insights512 493 469 Financial TechnologyFinancial Crime Management Technology273 223 176 Regulatory Technology352 212 130 Capital Markets Technology996 664 558 Market Services, net1,020 987 988 Other revenues36 39 48 Revenues less transaction-based expenses$4,649 $3,895 $3,582 Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the years ended December 31, 2024, 2023 and 2022. For the years ended December 31, 2024, 2023 and 2022, approximately 95.3%, 93.0% and 93.2%, respectively, of Market Services revenues were recognized at a point in time and 4.7%, 7.0% and 6.8%, respectively, were recognized over time.During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL's subscription-based revenues on a ratable basis over the contract term. The change reflects new information obtained on the frequent and ongoing mandatory updates to AxiomSL's regulatory reporting software, which are critical to the utility and value of the product for the client. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. See Note 4, "Acquisition," for further discussion on the measurement period adjustment.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $10 million as of December 31, 2024 and $18 million as of December 31, 2023. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2024. We do not have obligations for warranties, returns or refunds to customers.Deferred revenue is the only significant contract asset or liability as of December 31, 2024. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. See Note 8, "Deferred Revenue," for our discussion on deferred revenue balances, activity, and expected timing of recognition.We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2024:Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal(in millions)2025$297 $342 $338 $178 $1,155 2026245 223 270 109 847 2027155 111 195 49 510 202860 69 129 16 274 202916 19 76 5 116 2030+3 12 214 - 229 Total$776 $776 $1,222 $357 $3,131 3. REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of RevenueThe following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2024, 2023 and 2022:Year Ended December 31,202420232022(in millions)Capital Access PlatformsData & Listing Services$754 $749 $727 Index706 528 486 Workflow & Insights512 493 469 Financial TechnologyFinancial Crime Management Technology273 223 176 Regulatory Technology352 212 130 Capital Markets Technology996 664 558 Market Services, net1,020 987 988 Other revenues36 39 48 Revenues less transaction-based expenses$4,649 $3,895 $3,582 Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the years ended December 31, 2024, 2023 and 2022. For the years ended December 31, 2024, 2023 and 2022, approximately 95.3%, 93.0% and 93.2%, respectively, of Market Services revenues were recognized at a point in time and 4.7%, 7.0% and 6.8%, respectively, were recognized over time.During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL's subscription-based revenues on a ratable basis over the contract term. The change reflects new information obtained on the frequent and ongoing mandatory updates to AxiomSL's regulatory reporting software, which are critical to the utility and value of the product for the client. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. See Note 4, "Acquisition," for further discussion on the measurement period adjustment. --- ## Modified: Nordic and Baltic Exchange Regulatory Capital Requirements **Key changes:** - Reworded sentence: "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." **Prior (2024):** Our financial investments totaled $188 million as of December 31, 2023 and $181 million as of December 31, 2022. Of these securities, $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, "Investments," to the consolidated financial statements for further discussion. Regulatory Capital RequirementsClearing Operations Regulatory Capital RequirementsWe 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 December 31, 2023, our required regulatory capital of $123 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Broker-Dealer Net Capital RequirementsOur 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 December 31, 2023, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $27 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital RequirementsThe 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 December 31, 2023, our required regulatory capital of $37 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Other Capital RequirementsWe operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of December 31, 2023, other required regulatory capital of $16 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.Equity and dividendsShare Repurchase ProgramSee "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. **Current (2025):** 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 December 31, 2024, our required regulatory capital of $35 million was primarily invested in European government bills and mortgage bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "40 40 40 In the preceding table, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.U.S." - Reworded sentence: "Equity Derivative Trading business: Year Ended December 31,Percentage Change 2024202320222024 vs." - Reworded sentence: "Section 31 fees increased in 2024 compared with the same period in 2023 primarily due to higher average SEC fee rates as a result of an increase in the SEC fee rate in May 2024." - Reworded sentence: "Year Ended December 31, 202420232022U.S." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: PERFORMANCE GRAPH **Key changes:** - Reworded sentence: "The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index, our peer group, for the past five years." **Prior (2024):** The following performance graph and related information shall not be deemed "filed" for purposes of Section 18 of 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. The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and a peer group selected by us for the past five years. We changed our peer group in the table below to the S&P 500 GICS 4020 Index, or New Peer Group, which is a blend of exchanges, as well as data, financial technology and banking companies to align more closely with Nasdaq's diverse business and competitors. Fiscal Year Ended December 31,201820192020202120222023Nasdaq, Inc.$100 $134 $169 $270 $240 $231 Nasdaq Composite Index100 137 198 242 163 236 S&P 500100 131 156 200 164 207 New Peer Group100 125 139 188 167 193 2022 Peer Group100 128 153 171 142 170 New Peer Group 2022 Peer Group The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2018 and the reinvestment of all dividends. **Current (2025):** The following performance graph and related information shall not be deemed "filed" for purposes of Section 18 of 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. The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index, our peer group, for the past five years. Year Ended December 31,201920202021202220232024Nasdaq, Inc.$100 $126 $202 $179 $173 $233 Nasdaq Composite Index100 145 177 119 173 224 S&P 500100 118 152 125 158 197 S&P 500 GICS 4020 Index100 111 151 134 155 199 --- ## Modified: Year Ended December 31, 2024 **Key changes:** - Reworded sentence: "EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S." **Prior (2024):** We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. Financial Investments As of December 31, 2023, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. If market interest rates were to increase immediately and uniformly by a hypothetical 100 basis points from levels as of December 31, 2023, the fair value of this portfolio would decline by $3 million. Debt Obligations As of December 31, 2023, substantially all of our debt obligations were fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, "Debt Obligations," to the consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, our commercial paper program and the 2023 Term Loan as these facilities have a variable interest rate. As of December 31, 2023, we have $291 million outstanding borrowings under our commercial paper program and $339 million outstanding under the 2023 Term Loan. A hypothetical 100 basis points increase in interest rates on our outstanding commercial paper and our 2023 Term Loan would increase our annual interest expense by approximately $6 million based on borrowings as of December 31, 2023. We may utilize interest rate swap agreements to achieve a desired mix of variable and fixed rate debt. 50 50 50 Foreign Currency Exchange Rate RiskWe are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2023 and 2022 are presented in the following tables:EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal(in millions, except currency rate)Year Ended December 31, 2023Average foreign currency rate to the U.S. dollar1.0810.0940.741#N/AN/APercentage of revenues less transaction-based expenses6.6%4.0%0.8%3.0%85.6%100.0%Percentage of operating income10.7%(3.8)%(7.0)%(8.3)%108.4%100.0%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(26)$(15)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(17)$(6)$(11)$(13)$ - EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal(in millions, except currency rate)Year Ended December 31, 2022Average foreign currency rate to the U.S. dollar1.0540.0990.768#N/AN/APercentage of revenues less transaction-based expenses6.2%5.1%0.9%3.2%84.6%100.0%Percentage of operating income10.1%(2.8)%(5.9)%(4.7)%103.3%100.0%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(22)$(18)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(16)$(4)$(9)$(8)$ - __________# Represents multiple foreign currency rates.N/A Not applicable.The adverse impacts shown above should be viewed individually by currency and not in aggregate due to the correlation between changes in exchanges rates for certain currencies. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries' net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets.Our primary exposure to net assets in foreign currencies as of December 31, 2023 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$3,012 $301 Norwegian Krone144 14 British Pound140 14 Canadian Dollar102 10 Australian Dollar96 10 Euro60 6 In the table above, Swedish Krona includes goodwill of $2,230 million and intangible assets, net of $498 million.Credit RiskCredit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties. Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before Foreign Currency Exchange Rate RiskWe are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2023 and 2022 are presented in the following tables:EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal(in millions, except currency rate)Year Ended December 31, 2023Average foreign currency rate to the U.S. dollar1.0810.0940.741#N/AN/APercentage of revenues less transaction-based expenses6.6%4.0%0.8%3.0%85.6%100.0%Percentage of operating income10.7%(3.8)%(7.0)%(8.3)%108.4%100.0%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(26)$(15)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(17)$(6)$(11)$(13)$ - EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal(in millions, except currency rate)Year Ended December 31, 2022Average foreign currency rate to the U.S. dollar1.0540.0990.768#N/AN/APercentage of revenues less transaction-based expenses6.2%5.1%0.9%3.2%84.6%100.0%Percentage of operating income10.1%(2.8)%(5.9)%(4.7)%103.3%100.0%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(22)$(18)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(16)$(4)$(9)$(8)$ - __________# Represents multiple foreign currency rates.N/A Not applicable.The adverse impacts shown above should be viewed individually by currency and not in aggregate due to the correlation between changes in exchanges rates for certain currencies. **Current (2025):** EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. Dollar(in millions, except currency rate)Year Ended December 31, 2023Average foreign currency rate to the U.S. dollar1.0810.0940.741# N/APercentage of revenues less transaction-based expenses6.6%4.0%0.8%3.0%85.6%Percentage of operating income10.7%(3.8)%(7.0)%(8.3)%108.4%Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(26)$(15)$(3)$(12)$ - Impact of a 10% adverse currency fluctuation on operating income$(17)$(6)$(11)$(13)$ - --- ## Modified: Purchases of Equity Securities by the Issuer and Affiliated Purchasers **Key changes:** - Reworded sentence: "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: PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/A" **Prior (2024):** 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, 2023: Period(a) Total Number of Shares Purchased(b) Average Price Paid Per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2023 Share repurchase program - $ - - $2,000 Employee transactions19,360 $48.85 N/A N/ANovember 2023Share repurchase program1,751,513 $52.36 1,751,513 $1,908 Employee transactions - $ - N/A N/ADecember 2023Share repurchase program333,261 $54.44 333,261 $1,890 Employee transactions17,883 $56.22 N/A N/ATotal Quarter Ended December 31, 2023Share repurchase program2,084,774 $52.69 2,084,774 $1,890 Employee transactions37,243 $52.39 N/AN/A In the preceding table: •N/A - Not applicable. •See "Share Repurchase Program," of Note 12, "Nasdaq Stockholders' Equity," to the consolidated financial statements for further discussion of our share repurchase program. •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. 35 35 35 **Current (2025):** 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: PeriodTotal Number of Shares Purchased Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)October 2024 Share repurchase program - $ - - $1,745 Employee transactions4,444 $73.00 N/A N/ANovember 2024Share repurchase program - $ - - $1,745 Employee transactions10,561 $74.32 N/A N/ADecember 2024Share repurchase program - $ - - $1,745 Employee transactions44,463 $79.38 N/A N/ATotal Quarter Ended December 31, 2024Share repurchase program - $ - - $1,745 Employee transactions59,468 $78.00 N/AN/A --- ## Modified: Year Ended December 31 **Key changes:** - Reworded sentence: "Regulatory Technology revenues increased in 2024 compared with the same period 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." **Prior (2024):** The following table presents key drivers for Regulatory Technology business: As of or Twelve Months Ended December 31,202320222021(in millions)ARR$325 $130 $120 Quarterly annualized SaaS revenues165 116 104 Regulatory Technology revenues increased in 2023 compared with 2022 primarily due to the inclusion of revenues from our acquisition of Adenza and strong performance from our surveillance offerings in new sales to existing clients and new customer acquisitions. The strong performance of our surveillance offerings was also the key driver of the increase in 2022 compared with 2021. 40 40 40 Capital Markets Technology RevenuesThe following table presents key drivers for Capital Markets Technology business:As of or Three Months Ended December 30,202320222021(in millions)ARR $799 $499 $475 Quarterly annualized SaaS revenues108 39 31 Capital Markets Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021. The increase in 2023 was primarily due to the inclusion of revenues from our acquisition of Adenza, higher trade management services revenues mainly driven by demand for colocation and connectivity services and higher market technology revenues due to higher support revenues and higher professional services fees. The increase in 2022 was primarily due to higher trade management services revenues associated with increased demand for connectivity services, partially offset by lower market technology revenues. The decrease in market technology revenues in 2022 was due to the successful completion of long-term contracts in 2021 and the unfavorable impact of changes in foreign exchange rates of $10 million, partially offset by growth in SaaS-based revenues. MARKET SERVICESThe following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Market Services $3,156 $3,632 $3,471 (13.1)%4.6 %Transaction-based expenses:Transaction rebates(1,838)(2,092)(2,168)(12.1)%(3.5)%Brokerage, clearance and exchange fees(331)(552)(298)(40.0)%85.2 %Total Market Services, net$987 $988 $1,005 (0.1)%(1.7)%Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following tables present net revenues by product from our Market Services segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions)U.S. Equity Derivative Trading$374 $371 $343 0.8 %8.2 %Cash Equity Trading397 397 429 - %(7.5)%U.S. Tape plans141 149 155 (5.4)%(3.9)%Other75 71 78 5.6 %(9.0)%Total Market Services, net$987 $988 $1,005 (0.1)%(1.7)%In the table above, 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: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions)U.S. Equity Derivative Trading Revenues$1,257 $1,252 $1,367 0.4 %(8.4)%Section 31 fees55 89 32 (38.2)%178.1 %Transaction-based expenses: Transaction rebates(879)(878)(1,018)0.1 %(13.8)%Section 31 fees(55)(89)(32)(38.2)%178.1 %Brokerage and clearance fees(4)(3)(6)33.3 %(50.0)%U.S. Equity derivative trading revenues, net$374 $371 $343 0.8 %8.2 %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 decreased in 2023 compared with 2022 primarily due to lower average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues. Capital Markets Technology RevenuesThe following table presents key drivers for Capital Markets Technology business:As of or Three Months Ended December 30,202320222021(in millions)ARR $799 $499 $475 Quarterly annualized SaaS revenues108 39 31 Capital Markets Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021. The increase in 2023 was primarily due to the inclusion of revenues from our acquisition of Adenza, higher trade management services revenues mainly driven by demand for colocation and connectivity services and higher market technology revenues due to higher support revenues and higher professional services fees. The increase in 2022 was primarily due to higher trade management services revenues associated with increased demand for connectivity services, partially offset by lower market technology revenues. The decrease in market technology revenues in 2022 was due to the successful completion of long-term contracts in 2021 and the unfavorable impact of changes in foreign exchange rates of $10 million, partially offset by growth in SaaS-based revenues. MARKET SERVICESThe following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Market Services $3,156 $3,632 $3,471 (13.1)%4.6 %Transaction-based expenses:Transaction rebates(1,838)(2,092)(2,168)(12.1)%(3.5)%Brokerage, clearance and exchange fees(331)(552)(298)(40.0)%85.2 %Total Market Services, net$987 $988 $1,005 (0.1)%(1.7)%Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following tables present net revenues by product from our Market Services segment: **Current (2025):** Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings. 39 39 39 Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment.Capital Markets Technology RevenuesThe following table presents key drivers for our Capital Markets Technology business:As of or Year Ended December 31202420232022(in millions)ARR $868 $799 $499 Quarterly annualized SaaS revenues134 108 39 Capital Markets Technology revenues increased in 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by higher trade management services revenues mainly driven by demand for additional colocation and connectivity services following our recent data center expansion and higher market technology license and support revenues, partially offset by lower market technology professional services revenue due to a large project delivery in the comparable period in 2023.Market ServicesThe following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Market Services $3,771 $3,156 $3,632 20.9 %(13.4)%Transaction-based expenses:Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total Market Services, net$1,020 $987 $988 3.4 %(0.1)%The following table presents net revenues by product from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)U.S. Equity Derivative Trading$395 $374 $371 5.7 %0.7 %Cash Equity Trading430 397 397 8.3 % - %U.S. Tape plans125 141 149 (11.5)%(5.4)%Other70 75 71 (6.2)%4.6 %Total Market Services, net$1,020 $987 $988 3.4 %(0.1)% Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment. --- ## Modified: Supplemental Pro Forma Information (Unaudited) **Key changes:** - Reworded sentence: "The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position." - Reworded sentence: "There was no impairment of goodwill for the years ended December 31, 2024, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future." **Prior (2024):** Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, revenues from this business are reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation and Principles of ConsolidationThe consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity's operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See "Equity Method Investments," of Note 6, "Investments," for further discussion of our equity method investments.The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.Certain prior year amounts have been reclassified to conform to the current year presentation.Use of EstimatesIn preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.Foreign CurrencyForeign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income.Translation gains or losses resulting from translating our subsidiaries' financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. periods, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. **Current (2025):** The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza's historical debt, and the related income tax effects of the adjustments noted above. The unaudited supplemental pro forma financial information for the periods presented is as follows: Year Ended December 31,20232022(in millions)Pro forma revenues less transaction-based expenses$4,329 $4,096 Pro forma operating income1,485 1,476 Pro forma net income attributable to Nasdaq822 812 Pro forma revenues less transaction-based expenses Pro forma operating income Pro forma net income attributable to Nasdaq F-23 F-23 F-23 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETSGoodwillThe following table presents the changes in goodwill by business segment during the year ended December 31, 2024:(in millions)Capital Access PlatformsBalance at December 31, 2023$4,214 Foreign currency translation adjustments(87)Balance at December 31, 2024$4,127 Financial TechnologyBalance at December 31, 2023$7,873 Measurement period adjustment77 Foreign currency translation adjustments(25)Balance at December 31, 2024$7,925 Market ServicesBalance at December 31, 2023$2,025 Foreign currency translation adjustments(120)Balance at December 31, 2024$1,905 TotalBalance at December 31, 2023$14,112 Measurement period adjustments77 Foreign currency translation adjustments(232)Balance at December 31, 2024$13,957 Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2024, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. See Note 4, "Acquisition," for a description of the measurement period adjustment recorded during the third quarter of 2024. Acquired Intangible AssetsThe following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:December 31, 2024December 31, 2023Finite-Lived Intangible Assets(in millions)Gross AmountTechnology$1,234 $1,254 Customer relationships5,720 5,743 Trade names and other417 417 Foreign currency translation adjustment(237)(194)Total gross amount$7,134 $7,220 Accumulated AmortizationTechnology$(348)$(169)Customer relationships(1,164)(912)Trade names and other(43)(21)Foreign currency translation adjustment153 120 Total accumulated amortization$(1,402)$(982)Net AmountTechnology$886 $1,085 Customer relationships4,556 4,831 Trade names and other374 396 Foreign currency translation adjustment(84)(74)Total finite-lived intangible assets$5,732 $6,238 Indefinite-Lived Intangible AssetsExchange and clearing registrations$1,257 $1,257 Trade names121 121 Licenses52 52 Foreign currency translation adjustment(257)(225)Total indefinite-lived intangible assets$1,173 $1,205 Total intangible assets, net$6,905 $7,443 There was no impairment of intangible assets for the years ended December 31, 2024, 2023 and 2022.The following tables present our amortization expense for acquired finite-lived intangible assets:Year Ended December 31,202420232022(in millions)Amortization expense$488 $206 $153 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETSGoodwillThe following table presents the changes in goodwill by business segment during the year ended December 31, 2024:(in millions)Capital Access PlatformsBalance at December 31, 2023$4,214 Foreign currency translation adjustments(87)Balance at December 31, 2024$4,127 Financial TechnologyBalance at December 31, 2023$7,873 Measurement period adjustment77 Foreign currency translation adjustments(25)Balance at December 31, 2024$7,925 Market ServicesBalance at December 31, 2023$2,025 Foreign currency translation adjustments(120)Balance at December 31, 2024$1,905 TotalBalance at December 31, 2023$14,112 Measurement period adjustments77 Foreign currency translation adjustments(232)Balance at December 31, 2024$13,957 Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2024, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. See Note 4, "Acquisition," for a description of the measurement period adjustment recorded during the third quarter of 2024. --- ## Modified: (in millions, except per share amounts) **Key changes:** - Reworded sentence: "Year Ended December 31, 202420232022Revenues: Capital Access Platforms$1,972 $1,770 $1,682 Financial Technology1,621 1,099 864 Market Services3,771 3,156 3,632 Other revenues36 39 48 Total revenues7,400 6,064 6,226 Transaction-based expenses: Transaction rebates(2,026)(1,838)(2,092)Brokerage, clearance and exchange fees(725)(331)(552)Revenues less transaction-based expenses4,649 3,895 3,582 Operating expenses: Compensation and benefits1,324 1,082 1,003 Professional and contract services152 128 140 Technology and communication infrastructure281 233 207 Occupancy112 129 104 General, administrative and other109 113 125 Marketing and advertising54 47 51 Depreciation and amortization613 323 258 Regulatory55 34 33 Merger and strategic initiatives35 148 82 Restructuring charges116 80 15 Total operating expenses2,851 2,317 2,018 Operating income1,798 1,578 1,564 Interest income28 115 7 Interest expense(414)(284)(129)Other income (loss)21 (1)2 Net income (loss) from unconsolidated investees16 (7)31 Income before income taxes1,449 1,401 1,475 Income tax provision334 344 352 Net income1,115 1,057 1,123 Net loss attributable to noncontrolling interests2 2 2 Net income attributable to Nasdaq$1,117 $1,059 $1,125 Per share information: Basic earnings per share$1.94 $2.10 $2.28 Diluted earnings per share$1.93 $2.08 $2.26 Cash dividends declared per common share$0.94 $0.86 $0.78 Other income (loss) See accompanying notes to consolidated financial statements." **Prior (2024):** Year Ended December 31, 202320222021Revenues: Capital Access Platforms$1,770 $1,682 $1,566 Financial Technology1,099 864 772 Market Services3,156 3,632 3,471 Other revenues39 48 77 Total revenues6,064 6,226 5,886 Transaction-based expenses: Transaction rebates(1,838)(2,092)(2,168)Brokerage, clearance and exchange fees(331)(552)(298)Revenues less transaction-based expenses3,895 3,582 3,420 Operating expenses: Compensation and benefits1,082 1,003 938 Professional and contract services128 140 144 Computer operations and data communications233 207 186 Occupancy129 104 109 General, administrative and other113 125 85 Marketing and advertising47 51 57 Depreciation and amortization323 258 278 Regulatory34 33 64 Merger and strategic initiatives148 82 87 Restructuring charges80 15 31 Total operating expenses2,317 2,018 1,979 Operating income1,578 1,564 1,441 Interest income115 7 1 Interest expense(284)(129)(125)Net gain on divestiture of business - - 84 Other income (loss) (1)2 81 Net income (loss) from unconsolidated investees(7)31 52 Income before income taxes1,401 1,475 1,534 Income tax provision344 352 347 Net income1,057 1,123 1,187 Net loss attributable to noncontrolling interests2 2 - Net income attributable to Nasdaq$1,059 $1,125 $1,187 Per share information: Basic earnings per share$2.10 $2.28 $2.38 Diluted earnings per share$2.08 $2.26 $2.35 Cash dividends declared per common share$0.86 $0.78 $0.70 Market Services See accompanying notes to consolidated financial statements. F-5 F-5 F-5 **Current (2025):** Year Ended December 31, 202420232022Revenues: Capital Access Platforms$1,972 $1,770 $1,682 Financial Technology1,621 1,099 864 Market Services3,771 3,156 3,632 Other revenues36 39 48 Total revenues7,400 6,064 6,226 Transaction-based expenses: Transaction rebates(2,026)(1,838)(2,092)Brokerage, clearance and exchange fees(725)(331)(552)Revenues less transaction-based expenses4,649 3,895 3,582 Operating expenses: Compensation and benefits1,324 1,082 1,003 Professional and contract services152 128 140 Technology and communication infrastructure281 233 207 Occupancy112 129 104 General, administrative and other109 113 125 Marketing and advertising54 47 51 Depreciation and amortization613 323 258 Regulatory55 34 33 Merger and strategic initiatives35 148 82 Restructuring charges116 80 15 Total operating expenses2,851 2,317 2,018 Operating income1,798 1,578 1,564 Interest income28 115 7 Interest expense(414)(284)(129)Other income (loss)21 (1)2 Net income (loss) from unconsolidated investees16 (7)31 Income before income taxes1,449 1,401 1,475 Income tax provision334 344 352 Net income1,115 1,057 1,123 Net loss attributable to noncontrolling interests2 2 2 Net income attributable to Nasdaq$1,117 $1,059 $1,125 Per share information: Basic earnings per share$1.94 $2.10 $2.28 Diluted earnings per share$1.93 $2.08 $2.26 Cash dividends declared per common share$0.94 $0.86 $0.78 Other income (loss) See accompanying notes to consolidated financial statements. F-5 F-5 F-5 --- ## Modified: 6. INVESTMENTS **Key changes:** - Reworded sentence: "The following table presents the details of our investments:December 31, 2024December 31, 2023(in millions)Financial investments$184 $188 Equity method investments417 380 Equity securities121 87" **Prior (2024):** The following table presents the details of our investments:December 31, 2023December 31, 2022(in millions)Financial investments$188 $181 Equity method investments380 390 Equity securities87 86 Financial investments **Current (2025):** The following table presents the details of our investments:December 31, 2024December 31, 2023(in millions)Financial investments$184 $188 Equity method investments417 380 Equity securities121 87 --- ## Modified: Financial Technology **Key changes:** - Reworded sentence: "The following table presents revenues from our Financial Technology segment: Year Ended December 31,Percentage Change2024202320222024 vs." **Prior (2024):** The following table presents revenues from our Financial Technology segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Financial Crime Management Technology$223 $176 $104 26.7 %69.2 %Regulatory Technology212 130 127 63.1 %2.4 %Capital Markets Technology664 558 541 19.0 %3.1 %Total Financial Technology$1,099 $864 $772 27.2 %11.9 % 2021 **Current (2025):** The following table presents revenues from our Financial Technology segment: Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 % --- ## Modified: Equity Securities **Key changes:** - Reworded sentence: "No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2024, 2023 and 2022." **Prior (2024):** The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 and December 31, 2022, our equity securities primarily represent various strategic investments made through our corporate venture program. **Current (2025):** Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income (loss) in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on the share price from the investee's latest financing round, the performance of the investee in relation to its own operating targets, the investee's liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the period the impairment occurs. See Note 6, "Investments," for further discussion of our equity securities. For the years ended December 31, 2024, 2023 and 2022, no material adjustments were made to the carrying value of our equity securities. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "In the preceding table, Other includes Canadian cash equity transaction rebates of $22 million, $20 million and $30 million for the years ended December 31, 2024, 2023 and 2022, respectively." - Reworded sentence: "For the years ended December 31, 2023 and 2022, Other revenues also include revenues related to a transitional services agreement associated with a divested business." **Prior (2024):** For the years ended December 31, 2023, 2022 and 2021, other revenues include revenues related to our European power trading and clearing business, following our announcement in June 2023 to sell this business to the European Energy Exchange, subject to regulatory approval. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments. Also for the years ended December 31, 2023, 2022 and 2021, other revenues include a transitional services agreement associated with a divested business. For the year ended December 31, 2022 and 2021, other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services segment. Additionally, for the year ended December 31, 2021, other revenues include revenues associated with the NPM business which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions. Prior to July 2021, these revenues were included in our Capital Access Platforms segment.EXPENSESOperating Expenses The following table presents our operating expenses: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Compensation and benefits$1,082 $1,003 $938 7.9%6.9%Professional and contract services128 140 144 (8.6)%(2.8)%Computer operations and data communications233 207 186 12.6%11.3%Occupancy129 104 109 24.0%(4.6)%General, administrative and other113 125 85 (9.6)%47.1%Marketing and advertising47 51 57 (7.8)%(10.5)%Depreciation and amortization323 258 278 25.2%(7.2)%Regulatory34 33 64 3.0%(48.4)%Merger and strategic initiatives148 82 87 80.5%(5.7)%Restructuring charges80 15 31 433.3%(51.6)%Total operating expenses$2,317 $2,018 $1,979 14.8%2.0%The increase in compensation and benefits expense for the year ended December 31, 2023 compared with the same period in 2022 was primarily driven by increased headcount. The increase in the year ended December 31, 2023 was partially offset by a favorable impact from foreign exchange rates of $12 million. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 8,525 employees as of December 31, 2023 from 6,377 as of December 31, 2022, primarily due to our acquisition of Adenza.Professional and contract services expense decreased in 2023 compared with 2022 primarily due to reduced consulting costs and reduced legal fees.Computer operations and data communications expense increased in 2023 compared with 2022 primarily due to higher costs related to our cloud initiatives. revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services segment. Additionally, for the year ended December 31, 2021, other revenues include revenues associated with the NPM business which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions. Prior to July 2021, these revenues were included in our Capital Access Platforms segment. EXPENSES **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: Fiscal year ended: **Key changes:** - Reworded sentence: "2030+ The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts." - Removed sentence: "As of December 31, 2023, we had $291 million outstanding under the commercial paper program.Senior Unsecured NotesOur 2040 Notes were issued at par." - Removed sentence: "All of our other outstanding senior unsecured notes were issued at a discount." - Removed sentence: "As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount." - Removed sentence: "As of December 31, 2023, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes." **Prior (2024):** 2029+ Deferred revenue that will be recognized in 2025 and beyond is included in other non-current liabilities in the Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain market technology contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. F-25 F-25 F-25 9. DEBT OBLIGATIONSThe following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs:December 31, 2023December 31, 2022(in millions)Short-term debt:Commercial paper$291 $664 Long-term debt - senior unsecured notes:2025 Notes, $500 million, 5.650% notes due June 28, 2025497 - 2026 Notes, $500 million, 3.850% notes due June 30, 2026499 498 2028 Notes, $1 billion, 5.350% notes due June 28, 2028991 - 2029 Notes, €600 million, 1.75% notes due March 28, 2029658 637 2030 Notes, €600 million, 0.875% notes due February 13, 2030658 637 2031 Notes, $650 million, 1.650% notes due January 15, 2031645 644 2032 Notes, €750 million, 4.500% notes due February 15, 2032819 - 2033 Notes, €615 million, 0.900% notes due July 30, 2033674 653 2034 Notes $1.25 billion, 5.550% notes due February 15, 20341,239 - 2040 Notes, $650 million, 2.500% notes due December 21, 2040644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050487 486 2052 Notes, $550 million, 3.950% notes due March 7, 2052541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053738 - 2063 Notes, $750 million, 6.100% notes due June 28, 2063738 - 2023 Term Loan339 - 2022 Revolving Credit Facility(4)(5)Total long-term debt$10,163 $4,735 Total debt obligations$10,454 $5,399 Commercial Paper ProgramOur U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See "2022 Revolving Credit Facility" below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. As of December 31, 2023, we had $291 million outstanding under the commercial paper program.Senior Unsecured NotesOur 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 2023, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes. The accretion of these costs was $10 million for the year ended December 31, 2023. Our Euro denominated notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder's notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. The 2029 Notes, 2030 Notes, 2032 Notes and 2033 Notes pay interest annually. All other notes pay interest semi-annually. The U.S senior unsecured notes coupon rates may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%. Net Investment HedgeOur Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss within Nasdaq's stockholders' equity in the Consolidated Balance Sheets. For the year ended December 31, 2023, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $70 million. 9. DEBT OBLIGATIONSThe following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs:December 31, 2023December 31, 2022(in millions)Short-term debt:Commercial paper$291 $664 Long-term debt - senior unsecured notes:2025 Notes, $500 million, 5.650% notes due June 28, 2025497 - 2026 Notes, $500 million, 3.850% notes due June 30, 2026499 498 2028 Notes, $1 billion, 5.350% notes due June 28, 2028991 - 2029 Notes, €600 million, 1.75% notes due March 28, 2029658 637 2030 Notes, €600 million, 0.875% notes due February 13, 2030658 637 2031 Notes, $650 million, 1.650% notes due January 15, 2031645 644 2032 Notes, €750 million, 4.500% notes due February 15, 2032819 - 2033 Notes, €615 million, 0.900% notes due July 30, 2033674 653 2034 Notes $1.25 billion, 5.550% notes due February 15, 20341,239 - 2040 Notes, $650 million, 2.500% notes due December 21, 2040644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050487 486 2052 Notes, $550 million, 3.950% notes due March 7, 2052541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053738 - 2063 Notes, $750 million, 6.100% notes due June 28, 2063738 - 2023 Term Loan339 - 2022 Revolving Credit Facility(4)(5)Total long-term debt$10,163 $4,735 Total debt obligations$10,454 $5,399 Commercial Paper ProgramOur U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See "2022 Revolving Credit Facility" below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. As of December 31, 2023, we had $291 million outstanding under the commercial paper program. **Current (2025):** 2030+ The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. F-26 F-26 F-26 9. DEBT OBLIGATIONSThe following table presents the changes in the carrying amounts of our debt obligations during the year ended December 31, 2024:December 31, 2023AdditionsPayments,ForeignCurrencyTranslationandAccretionDecember 31, 2024Short-term debt:Commercial paper$291 $997 $(1,288)$ - 2025 Notes497 - (98)399 Total short-term debt$788 $997 $(1,386)$399 Long-term debt - senior unsecured notes:2026 Notes499 - - 499 2028 Notes991 - (56)935 2029 Notes658 - (40)618 2030 Notes658 - (41)617 2031 Notes645 - - 645 2032 Notes819 - (50)769 2033 Notes674 - (41)633 2034 Notes1,239 - (19)1,220 2040 Notes644 - - 644 2050 Notes487 - - 487 2052 Notes541 - - 541 2053 Notes738 - - 738 2063 Notes738 - - 738 2023 Term Loan339 - (339) - 2022 Revolving Credit Facility(4) - 1 (3)Total long-term debt$9,666 $ - $(585)$9,081 Total debt obligations$10,454 $997 $(1,971)$9,480 Refer to "About this Form 10-K" for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above. Euro Notes are denominated in Euro. Additionally, the 2025 Notes were reclassified to short-term debt as of December 31, 2024, including the balance as of December 31, 2023, for presentation purposes.Commercial Paper ProgramOur U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See "2022 Revolving Credit Facility" below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense.Senior Unsecured NotesOur 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 2024, the amounts in the table above reflect the aggregate principal amount, which is net of discount and debt issuance costs, which are being accreted and amortized through interest expense over the life of the applicable notes. The accretion of the discount and amortization of the debt issuance costs was $13 million for the year ended December 31, 2024. Our Euro Notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes, and 2034 Notes.Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder's notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. The Euro Notes pay interest annually. All other notes pay interest semi-annually. The U.S. dollar senior unsecured notes coupon rates may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%. Net Investment HedgeOur Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. For the year ended December 31, 2024, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $175 million. 9. DEBT OBLIGATIONSThe following table presents the changes in the carrying amounts of our debt obligations during the year ended December 31, 2024:December 31, 2023AdditionsPayments,ForeignCurrencyTranslationandAccretionDecember 31, 2024Short-term debt:Commercial paper$291 $997 $(1,288)$ - 2025 Notes497 - (98)399 Total short-term debt$788 $997 $(1,386)$399 Long-term debt - senior unsecured notes:2026 Notes499 - - 499 2028 Notes991 - (56)935 2029 Notes658 - (40)618 2030 Notes658 - (41)617 2031 Notes645 - - 645 2032 Notes819 - (50)769 2033 Notes674 - (41)633 2034 Notes1,239 - (19)1,220 2040 Notes644 - - 644 2050 Notes487 - - 487 2052 Notes541 - - 541 2053 Notes738 - - 738 2063 Notes738 - - 738 2023 Term Loan339 - (339) - 2022 Revolving Credit Facility(4) - 1 (3)Total long-term debt$9,666 $ - $(585)$9,081 Total debt obligations$10,454 $997 $(1,971)$9,480 Refer to "About this Form 10-K" for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above. Euro Notes are denominated in Euro. Additionally, the 2025 Notes were reclassified to short-term debt as of December 31, 2024, including the balance as of December 31, 2023, for presentation purposes.Commercial Paper ProgramOur U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See "2022 Revolving Credit Facility" below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. --- ## Modified: Macroeconomic environment **Key changes:** - Reworded sentence: "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." - Reworded sentence: "See Note 4, "Acquisition," to the consolidated financial statements for further discussion." - Reworded sentence: "Year Ended December 31,Percentage Change 2024202320222024 vs." - Reworded sentence: "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." **Prior (2024):** Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. Following the acquisition of Adenza, we further refined the divisional structure 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 1, "Organization and Nature of Operations," and Note 19, "Business Segments," to the consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as three separate segments. See "Part I, Item 1. Business" for additional discussion on recent developments and highlights. Nasdaq's Operating ResultsThe following tables summarize our financial performance for the year ended December 31, 2023 compared to the same period in 2022 and for the year ended December 31, 2022 when compared to the same period in 2021. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See "2023 Acquisition," of Note 4, "Acquisitions," to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see "Segment Operating Results" below. Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions, except per share amounts) Revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %Operating expenses2,317 2,018 1,979 14.8 %2.0 %Operating income1,578 1,564 1,441 0.9 %8.5 %Net income attributable to Nasdaq$1,059 $1,125 $1,187 (5.9)%(5.2)%Diluted earnings per share$2.08 $2.26 $2.35 (8.0)%(3.8)%Cash dividends declared per common share$0.86 $0.78 $0.70 10.3 %11.4 %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 7A. Quantitative and Qualitative Disclosures about Market Risk." **Current (2025):** Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in 2024 as compared to 2023 has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices. In our corporate solutions business, we managed through market challenges, as corporate buying cycles remained elongated throughout the year. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See "Part I, Item 1A. Risk Factors" for further discussion. 36 36 36 Nasdaq's Operating ResultsThe following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022. 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 consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see "Segment Operating Results" below. Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions, except per share amounts) Revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %Operating expenses2,851 2,317 2,018 23.0 %14.9 %Operating income$1,798 $1,578 $1,564 13.9 %0.8 %Net income attributable to Nasdaq$1,117 $1,059 $1,125 5.5 %(5.9)%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 %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 7A. 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. Nasdaq's Operating ResultsThe following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022. 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 consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see "Segment Operating Results" below. Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions, except per share amounts) Revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %Operating expenses2,851 2,317 2,018 23.0 %14.9 %Operating income$1,798 $1,578 $1,564 13.9 %0.8 %Net income attributable to Nasdaq$1,117 $1,059 $1,125 5.5 %(5.9)%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 %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 7A. Quantitative and Qualitative Disclosures About Market Risk." --- ## Modified: LIQUIDITY AND CAPITAL RESOURCES **Key changes:** - Reworded sentence: "We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions." - Reworded sentence: "47 47 47 The following table summarizes selected measures of our liquidity and capital resources: December 31, 2024December 31, 2023 (in millions)Cash and cash equivalents$592 $453 Financial investments184 188 Working capital(116)71 The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024 and an increase in current deferred revenue, partially offset by a decrease in commercial paper, net, as further described below under "Debt Obligations."Cash and Cash EquivalentsCash 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." **Prior (2024):** 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: December 31, 2023December 31, 2022 (in millions)Cash and cash equivalents$453 $502 Financial investments188 181 Working capital71 (231) Working capital **Current (2025):** 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 internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions. 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. 47 47 47 The following table summarizes selected measures of our liquidity and capital resources: December 31, 2024December 31, 2023 (in millions)Cash and cash equivalents$592 $453 Financial investments184 188 Working capital(116)71 The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024 and an increase in current deferred revenue, partially offset by a decrease in commercial paper, net, as further described below under "Debt Obligations."Cash and Cash EquivalentsCash 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 December 31, 2024, our cash and cash equivalents of $592 million were primarily invested in money market funds, commercial paper and bank deposits.Repatriation of CashOur cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $181 million as of December 31, 2024 and $236 million as of December 31, 2023. The remaining balance held in the U.S. totaled $411 million as of December 31, 2024 and $217 million as of December 31, 2023. Cash Flow AnalysisThe following table summarizes the changes in cash flows: Year Ended December 31, 202420232022Net cash provided by (used in):(in millions)Operating activities$1,939 $1,696 $1,706 Investing activities(953)(5,994)49 Financing activities(2,561)4,220 1,036 Net Cash Provided by Operating ActivitiesNet cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, 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 increased $243 million for the year ended December 31, 2024 compared with the same period in 2023. The increase was primarily driven by an increase in net income and the impact of certain non-cash items on net income, primarily an increase in amortization expense due to acquired intangibles related to the Adenza acquisitions offset by a decrease in deferred income tax liabilities. The changes in our operating assets and liabilities primarily included higher Section 31 fees payable to the SEC due to changes in Section 31 fee rate between periods, partially offset by 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, and higher cash outflows from higher receivables, net, primarily due to higher Market Services receivables driven by higher Section 31 fee rate as well as higher billings. Net Cash Used in Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2024 related to net purchases of investments related to default funds and margin deposits of $707 million, purchases of property and equipment of $207 million, other investing activities primarily related to our corporate venture program of $32 million and net purchases of trading securities, net, of $7 million.Net cash used in investing activities for the year ended December 31, 2023 related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sale and redemption of trading securities, net of $7 million. The following table summarizes selected measures of our liquidity and capital resources: December 31, 2024December 31, 2023 (in millions)Cash and cash equivalents$592 $453 Financial investments184 188 Working capital(116)71 The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024 and an increase in current deferred revenue, partially offset by a decrease in commercial paper, net, as further described below under "Debt Obligations."Cash and Cash EquivalentsCash 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 December 31, 2024, our cash and cash equivalents of $592 million were primarily invested in money market funds, commercial paper and bank deposits.Repatriation of CashOur cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $181 million as of December 31, 2024 and $236 million as of December 31, 2023. The remaining balance held in the U.S. totaled $411 million as of December 31, 2024 and $217 million as of December 31, 2023. Cash Flow AnalysisThe following table summarizes the changes in cash flows: Year Ended December 31, 202420232022Net cash provided by (used in):(in millions)Operating activities$1,939 $1,696 $1,706 Investing activities(953)(5,994)49 Financing activities(2,561)4,220 1,036 The following table summarizes selected measures of our liquidity and capital resources: December 31, 2024December 31, 2023 (in millions)Cash and cash equivalents$592 $453 Financial investments184 188 Working capital(116)71 The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024 and an increase in current deferred revenue, partially offset by a decrease in commercial paper, net, as further described below under "Debt Obligations." --- ## Modified: Year Ended December 31, 2023 **Key changes:** - Reworded sentence: "__________ # Represents multiple foreign currency rates." - Reworded sentence: "dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets.Our primary exposure to net assets in foreign currencies as of December 31, 2024 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$2,737 $(274)British Pound136 (14)Norwegian Krone134 (13)Canadian Dollar107 (11)Australian Dollar89 (9)In the table above, Swedish Krona includes goodwill of $2,028 million and intangible assets, net of $439 million.Credit RiskCredit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties." - Reworded sentence: "We limit our The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate due to the correlation between changes in exchange rates for certain currencies." - Reworded sentence: "dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets." **Prior (2024):** # Represents multiple foreign currency rates. N/A Not applicable. The adverse impacts shown above should be viewed individually by currency and not in aggregate due to the correlation between changes in exchanges rates for certain currencies. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries' net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets.Our primary exposure to net assets in foreign currencies as of December 31, 2023 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$3,012 $301 Norwegian Krone144 14 British Pound140 14 Canadian Dollar102 10 Australian Dollar96 10 Euro60 6 In the table above, Swedish Krona includes goodwill of $2,230 million and intangible assets, net of $498 million.Credit RiskCredit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties. Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries' net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss within stockholders' equity in the Consolidated Balance Sheets. Our primary exposure to net assets in foreign currencies as of December 31, 2023 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$3,012 $301 Norwegian Krone144 14 British Pound140 14 Canadian Dollar102 10 Australian Dollar96 10 Euro60 6 In the table above, Swedish Krona includes goodwill of $2,230 million and intangible assets, net of $498 million. **Current (2025):** __________ # Represents multiple foreign currency rates. N/A Not applicable. The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate due to the correlation between changes in exchange rates for certain currencies. Additionally, the table does not include the offsetting impact of our hedging programs.We may use foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenues and expenses in the normal course of business. We do not use these contracts for speculative trading purposes. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts are carried at fair value, with maturities that can range up to 24 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the cash flow hedge to revenue or operating expenses, as applicable. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive loss to revenue or operating expenses, as applicable. As of December 31, 2024, the fair value of our derivatives designated as cash flow hedging instruments are not material. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries' net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets.Our primary exposure to net assets in foreign currencies as of December 31, 2024 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$2,737 $(274)British Pound136 (14)Norwegian Krone134 (13)Canadian Dollar107 (11)Australian Dollar89 (9)In the table above, Swedish Krona includes goodwill of $2,028 million and intangible assets, net of $439 million.Credit RiskCredit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate due to the correlation between changes in exchange rates for certain currencies. Additionally, the table does not include the offsetting impact of our hedging programs. We may use foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenues and expenses in the normal course of business. We do not use these contracts for speculative trading purposes. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts are carried at fair value, with maturities that can range up to 24 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the cash flow hedge to revenue or operating expenses, as applicable. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive loss to revenue or operating expenses, as applicable. As of December 31, 2024, the fair value of our derivatives designated as cash flow hedging instruments are not material. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries' net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. Our primary exposure to net assets in foreign currencies as of December 31, 2024 is presented in the following table: Net AssetsImpact of a 10% Adverse Currency Fluctuation (in millions)Swedish Krona$2,737 $(274)British Pound136 (14)Norwegian Krone134 (13)Canadian Dollar107 (11)Australian Dollar89 (9)In the table above, Swedish Krona includes goodwill of $2,028 million and intangible assets, net of $439 million. --- ## Modified: Financing of the Adenza Acquisition **Key changes:** - Removed sentence: "During the second half of 2023, we incurred an additional $6 million in debt issuance costs, for a total net proceeds from the issuance of the six series of notes of $5,010 million as of December 31, 2023." - Reworded sentence: "On November 1, 2023, we borrowed $599 million, net of fees, under this term loan, which was used towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023." - Removed sentence: "49 49 49 Contractual Obligations and Contingent CommitmentsNasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental commitments under non-cancelable operating leases and other obligations." - Removed sentence: "The following table shows these contractual obligations as of December 31, 2023:Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$16,759 $714 $2,103 $1,651 $12,291 Operating lease obligations616 84 133 113 286 Purchase obligations442 92 130 92 128 Total$17,817 $890 $2,366 $1,856 $12,705 In the preceding table:•Debt obligations by contractual maturity include both principal and interest obligations." - Removed sentence: "As of December 31, 2023, an interest rate of 4.8% was used to compute the amount of the contractual obligations for interest on the 2022 Revolving Credit Facility and 6.7% was used to compute the amount of the contractual obligations for interest on the 2023 Term Loan." **Prior (2024):** 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. During the second half of 2023, we incurred an additional $6 million in debt issuance costs, for a total net proceeds from the issuance of the six series of notes of $5,010 million as of December 31, 2023. 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. Under the 2023 Term Loan, borrowings bear interest on the principal amount outstanding at a variable interest rate based on the SOFR plus an applicable margin that varies with Nasdaq's debt rating. 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. We made a partial repayment during the fourth quarter of $260 million. As of December 31, 2023, we had $339 million outstanding under this term loan. As of December 31, 2023, we were in compliance with the covenants of all of our debt obligations. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations. 49 49 49 Contractual Obligations and Contingent CommitmentsNasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental commitments under non-cancelable operating leases and other obligations. The following table shows these contractual obligations as of December 31, 2023:Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$16,759 $714 $2,103 $1,651 $12,291 Operating lease obligations616 84 133 113 286 Purchase obligations442 92 130 92 128 Total$17,817 $890 $2,366 $1,856 $12,705 In the preceding table:•Debt obligations by contractual maturity include both principal and interest obligations. As of December 31, 2023, an interest rate of 4.8% was used to compute the amount of the contractual obligations for interest on the 2022 Revolving Credit Facility and 6.7% was used to compute the amount of the contractual obligations for interest on the 2023 Term Loan. For our Euro denominated notes interest is calculated on an actual basis while all other debt is calculated on a 360-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2023. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion.•Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2023, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, "Leases," to the consolidated financial statements for further discussion of our leases.•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements, of which the majority relates to our multi-year AWS partnership contract.Off-Balance Sheet ArrangementsFor discussion of off-balance sheet arrangements see:• Note 15, "Clearing Operations," to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and• Note 18, "Commitments, Contingencies and Guarantees," to the consolidated financial statements for further discussion of:◦Guarantees issued and credit facilities available;◦Other guarantees; and◦Routing brokerage activities.Quantitative and Qualitative Disclosures About Market RiskAs a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.Interest Rate RiskWe are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below.Financial InvestmentsAs of December 31, 2023, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. If market interest rates were to increase immediately and uniformly by a hypothetical 100 basis points from levels as of December 31, 2023, the fair value of this portfolio would decline by $3 million. Debt ObligationsAs of December 31, 2023, substantially all of our debt obligations were fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, "Debt Obligations," to the consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, our commercial paper program and the 2023 Term Loan as these facilities have a variable interest rate. As of December 31, 2023, we have $291 million outstanding borrowings under our commercial paper program and $339 million outstanding under the 2023 Term Loan. A hypothetical 100 basis points increase in interest rates on our outstanding commercial paper and our 2023 Term Loan would increase our annual interest expense by approximately $6 million based on borrowings as of December 31, 2023.We may utilize interest rate swap agreements to achieve a desired mix of variable and fixed rate debt. Contractual Obligations and Contingent CommitmentsNasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental commitments under non-cancelable operating leases and other obligations. The following table shows these contractual obligations as of December 31, 2023:Payments Due by Period(in millions)Total<1 year1-3 years3-5 years5+ yearsDebt obligation by contractual maturity$16,759 $714 $2,103 $1,651 $12,291 Operating lease obligations616 84 133 113 286 Purchase obligations442 92 130 92 128 Total$17,817 $890 $2,366 $1,856 $12,705 In the preceding table:•Debt obligations by contractual maturity include both principal and interest obligations. As of December 31, 2023, an interest rate of 4.8% was used to compute the amount of the contractual obligations for interest on the 2022 Revolving Credit Facility and 6.7% was used to compute the amount of the contractual obligations for interest on the 2023 Term Loan. For our Euro denominated notes interest is calculated on an actual basis while all other debt is calculated on a 360-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2023. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion.•Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2023, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, "Leases," to the consolidated financial statements for further discussion of our leases.•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements, of which the majority relates to our multi-year AWS partnership contract.Off-Balance Sheet ArrangementsFor discussion of off-balance sheet arrangements see:• Note 15, "Clearing Operations," to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and• Note 18, "Commitments, Contingencies and Guarantees," to the consolidated financial statements for further discussion of:◦Guarantees issued and credit facilities available;◦Other guarantees; and◦Routing brokerage activities. **Current (2025):** 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, which was used towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023. The term loan was fully repaid in 2024.As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations.See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations.CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTSNasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of December 31, 2024, and the estimated timing thereof. 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, which was used towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023. The term loan was fully repaid in 2024. As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations. See Note 9, "Debt Obligations," to the consolidated financial statements for further discussion of our debt obligations. --- ## Modified: Year Ended December 31 **Key changes:** - Reworded sentence: "Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings." **Prior (2024):** Workflow & Insights revenues increased in 2023 compared with 2022 due to an increase in both analytics and corporate solutions revenues. The increase in analytics revenues was primarily due to the growth in our eVestment and Solovis product offerings. The increase in our corporate solutions revenues was primarily due to continued demand for our ESG solutions. FINANCIAL TECHNOLOGYThe following table presents revenues from our Financial Technology segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Financial Crime Management Technology$223 $176 $104 26.7 %69.2 %Regulatory Technology212 130 127 63.1 %2.4 %Capital Markets Technology664 558 541 19.0 %3.1 %Total Financial Technology$1,099 $864 $772 27.2 %11.9 %Financial Crime Management Technology RevenuesThe following table presents key drivers for Financial Crime Management Technology business:As of or Twelve Months Ended December 31,202320222021(in millions)ARR$226 $182 $149 Quarterly annualized SaaS revenues226 182 149 Financial Crime Management Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021 due to an increase in demand related to new sales to existing clients and new customer acquisitions. The 2022 increase was also driven by a $28 million purchase price adjustment from the Verafin acquisition on deferred revenue in 2021 and the inclusion of a full year of Verafin revenues in 2022. Regulatory Technology RevenuesThe following table presents key drivers for Regulatory Technology business:As of or Twelve Months Ended December 31,202320222021(in millions)ARR$325 $130 $120 Quarterly annualized SaaS revenues165 116 104 Regulatory Technology revenues increased in 2023 compared with 2022 primarily due to the inclusion of revenues from our acquisition of Adenza and strong performance from our surveillance offerings in new sales to existing clients and new customer acquisitions. The strong performance of our surveillance offerings was also the key driver of the increase in 2022 compared with 2021. **Current (2025):** Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings. 39 39 39 Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment.Capital Markets Technology RevenuesThe following table presents key drivers for our Capital Markets Technology business:As of or Year Ended December 31202420232022(in millions)ARR $868 $799 $499 Quarterly annualized SaaS revenues134 108 39 Capital Markets Technology revenues increased in 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by higher trade management services revenues mainly driven by demand for additional colocation and connectivity services following our recent data center expansion and higher market technology license and support revenues, partially offset by lower market technology professional services revenue due to a large project delivery in the comparable period in 2023.Market ServicesThe following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Market Services $3,771 $3,156 $3,632 20.9 %(13.4)%Transaction-based expenses:Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total Market Services, net$1,020 $987 $988 3.4 %(0.1)%The following table presents net revenues by product from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)U.S. Equity Derivative Trading$395 $374 $371 5.7 %0.7 %Cash Equity Trading430 397 397 8.3 % - %U.S. Tape plans125 141 149 (11.5)%(5.4)%Other70 75 71 (6.2)%4.6 %Total Market Services, net$1,020 $987 $988 3.4 %(0.1)% Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment. --- ## Modified: 8. DEFERRED REVENUE **Key changes:** - Reworded sentence: "The changes in our deferred revenue during the year ended December 31, 2024 are reflected in the following table: Balance at December 31, 2023AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2024(in millions)Capital Access Platforms:Initial Listings$97 $30 $(36)$(2)$89 Annual Listings3 2 (2)(1)2 Workflow & Insights180 192 (178) - 194 Financial Technology:Financial Crime Management Technology123 146 (117)(4)148 Regulatory Technology68 87 (63)55 147 Capital Markets Technology183 177 (173)(2)185 Other21 15 (11)(2)23 Total$675 $649 $(580)$44 $788" **Prior (2024):** Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2023 are reflected in the following table: Balance at December 31, 2022AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2023(in millions)Capital Access Platforms:Initial Listings$116 $19 $(39)$1 $97 Annual Listings2 2 (1) - 3 Workflow & Insights172 177 (169) - 180 Financial Technology:Financial Crime Management Technology103 122 (102) - 123 Regulatory Technology5 81 (19)1 68 Capital Markets Technology29 211 (59)2 183 Other21 9 (9) - 21 Total$448 $621 $(398)$4 $675 **Current (2025):** Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2024 are reflected in the following table: Balance at December 31, 2023AdditionsRevenue RecognizedAdjustmentsBalance at December 31, 2024(in millions)Capital Access Platforms:Initial Listings$97 $30 $(36)$(2)$89 Annual Listings3 2 (2)(1)2 Workflow & Insights180 192 (178) - 194 Financial Technology:Financial Crime Management Technology123 146 (117)(4)148 Regulatory Technology68 87 (63)55 147 Capital Markets Technology183 177 (173)(2)185 Other21 15 (11)(2)23 Total$675 $649 $(580)$44 $788 --- ## Modified: As of December 31, **Key changes:** - Reworded sentence: "In the table above: •For the years ended December 31, 2024, 2023 and 2022, IPOs included 50, 27 and 74 SPACs, respectively." **Prior (2024):** ARR (in millions) In the tables above: •Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. 39 39 39 Data & Listing Services revenues increased in 2023 compared with 2022 primarily due to an increase in proprietary data revenues driven largely by higher international demand and annual listing fee growth, partially offset by lower initial listings fees.Index RevenuesThe following table presents key drivers from our Index business:As of or Three Months Ended December 31,202320222021Number of licensed ETPs388 379 362TTM change in period end ETP AUM tracking Nasdaq indices (in billions)Beginning balance$315 $424 $359 Net appreciation (depreciation) 128 (142)83 Net impact of ETP sponsor switches(1)(1)(92)Net inflows31 34 74 Ending balance$473 $315 $424 Quarterly average ETP AUM tracking Nasdaq indices (in billions)$436 $326 $400 ARR$72 $68 $67 In the table above, TTM represents trailing twelve months.Index revenues increased in 2023 compared with 2022 primarily due to higher AUM in exchange traded products linked to Nasdaq indices.Workflow & Insights RevenuesThe following table presents key drivers from our Workflow & Insights business:As of or Three Months Ended December 31202320222021(in millions)ARR$481 $458 $417 Quarterly annualized SaaS revenues411 388 356 Workflow & Insights revenues increased in 2023 compared with 2022 due to an increase in both analytics and corporate solutions revenues. The increase in analytics revenues was primarily due to the growth in our eVestment and Solovis product offerings. The increase in our corporate solutions revenues was primarily due to continued demand for our ESG solutions. FINANCIAL TECHNOLOGYThe following table presents revenues from our Financial Technology segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Financial Crime Management Technology$223 $176 $104 26.7 %69.2 %Regulatory Technology212 130 127 63.1 %2.4 %Capital Markets Technology664 558 541 19.0 %3.1 %Total Financial Technology$1,099 $864 $772 27.2 %11.9 %Financial Crime Management Technology RevenuesThe following table presents key drivers for Financial Crime Management Technology business:As of or Twelve Months Ended December 31,202320222021(in millions)ARR$226 $182 $149 Quarterly annualized SaaS revenues226 182 149 Financial Crime Management Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021 due to an increase in demand related to new sales to existing clients and new customer acquisitions. The 2022 increase was also driven by a $28 million purchase price adjustment from the Verafin acquisition on deferred revenue in 2021 and the inclusion of a full year of Verafin revenues in 2022. Regulatory Technology RevenuesThe following table presents key drivers for Regulatory Technology business:As of or Twelve Months Ended December 31,202320222021(in millions)ARR$325 $130 $120 Quarterly annualized SaaS revenues165 116 104 Regulatory Technology revenues increased in 2023 compared with 2022 primarily due to the inclusion of revenues from our acquisition of Adenza and strong performance from our surveillance offerings in new sales to existing clients and new customer acquisitions. The strong performance of our surveillance offerings was also the key driver of the increase in 2022 compared with 2021. Data & Listing Services revenues increased in 2023 compared with 2022 primarily due to an increase in proprietary data revenues driven largely by higher international demand and annual listing fee growth, partially offset by lower initial listings fees.Index RevenuesThe following table presents key drivers from our Index business:As of or Three Months Ended December 31,202320222021Number of licensed ETPs388 379 362TTM change in period end ETP AUM tracking Nasdaq indices (in billions)Beginning balance$315 $424 $359 Net appreciation (depreciation) 128 (142)83 Net impact of ETP sponsor switches(1)(1)(92)Net inflows31 34 74 Ending balance$473 $315 $424 Quarterly average ETP AUM tracking Nasdaq indices (in billions)$436 $326 $400 ARR$72 $68 $67 In the table above, TTM represents trailing twelve months.Index revenues increased in 2023 compared with 2022 primarily due to higher AUM in exchange traded products linked to Nasdaq indices.Workflow & Insights RevenuesThe following table presents key drivers from our Workflow & Insights business:As of or Three Months Ended December 31202320222021(in millions)ARR$481 $458 $417 Quarterly annualized SaaS revenues411 388 356 Workflow & Insights revenues increased in 2023 compared with 2022 due to an increase in both analytics and corporate solutions revenues. The increase in analytics revenues was primarily due to the growth in our eVestment and Solovis product offerings. The increase in our corporate solutions revenues was primarily due to continued demand for our ESG solutions. Data & Listing Services revenues increased in 2023 compared with 2022 primarily due to an increase in proprietary data revenues driven largely by higher international demand and annual listing fee growth, partially offset by lower initial listings fees. **Current (2025):** In the table above: •For the years ended December 31, 2024, 2023 and 2022, IPOs included 50, 27 and 74 SPACs, respectively. The number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2024, 2023 and 2022 included 768, 600 and 528 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 increased in 2024 compared with the same period in 2023 as higher data usage, price increases on regulated data, higher initial listing fees and new data sales were partially offset by lower annual fees due to the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees.Index RevenuesThe following table presents key drivers from our Index business:As of or Year Ended December 31,202420232022Number of licensed ETPs401 364 348TTM change in period end ETP AUM tracking Nasdaq indices (in billions)Beginning balance$473 $315 $424 Net appreciation (depreciation)110 128 (142)Net impact of ETP sponsor switches(16)(1)(1)Net inflows80 31 34 Ending balance$647 $473 $315 Annual average ETP AUM tracking Nasdaq indices (in billions)$558 $396 $351 ARR (in millions)$76 $72 $68 In the table above, TTM represents trailing twelve months. The number of listed ETPs as of December 31, 2023 and 2022 has been updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change has no impact on reported AUM. Index revenues increased in 2024 compared with the same period 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 2024 also includes a $16 million one-time item related to a legal settlement to recoup revenue.Workflow & Insights RevenuesThe following table presents key drivers from our Workflow & Insights business:As of or Year Ended December 31202420232022(in millions)ARR$501 $481 $458 Quarterly annualized SaaS revenues431 411 388 Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings. Data & Listing Services revenues increased in 2024 compared with the same period in 2023 as higher data usage, price increases on regulated data, higher initial listing fees and new data sales were partially offset by lower annual fees due to the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees. --- ## Modified: Balance at December 31, 2024 **Key changes:** - Reworded sentence: "In the above table: •Additions reflect deferred revenue billed in the current period, net of recognition." - Reworded sentence: "•Adjustments primarily reflect foreign currency translation adjustments and the impact of the measurement period adjustment recorded during the third quarter of 2024." - Reworded sentence: "• As of December 31, 2024, we estimate that our deferred revenue will be recognized in the following years:Fiscal year ended:202520262027202820292030+Total(in millions)Capital Access Platforms:Initial Listings$34 $28 $15 $6 $4 $2 $89 Annual Listings2 - - - - - 2 Workflow & Insights192 2 - - - - 194 Financial Technology:Financial Crime Management Technology144 2 1 1 - - 148 Regulatory Technology146 1 - - - - 147 Capital Markets Technology179 3 2 1 - - 185 Other14 5 3 1 - - 23 Total$711 $41 $21 $9 $4 $2 $788 The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts." **Prior (2024):** Regulatory Technology Capital Markets Technology In the above table: •Additions reflect deferred revenue billed in the current period, net of recognition. Regulatory Technology and Capital Markets Technology additions include deferred revenue acquired as part of the acquisition of Adenza. •Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. •Adjustments reflect foreign currency translation adjustments. •Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. • As of December 31, 2023, we estimate that our deferred revenue will be recognized in the following years:Fiscal year ended:202420252026202720282029+Total(in millions)Capital Access Platforms:Initial Listings$37 $26 $20 $10 $3 $1 $97 Annual Listings3 - - - - - 3 Workflow & Insights178 2 - - - - 180 Financial Technology:Financial Crime Management Technology120 2 1 - - - 123 Regulatory Technology68 - - - - - 68 Capital Markets Technology176 3 2 2 - - 183 Other12 5 3 1 - - 21 Total$594 $38 $26 $13 $3 $1 $675 Deferred revenue that will be recognized in 2025 and beyond is included in other non-current liabilities in the Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain market technology contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. As of December 31, 2023, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended:202420252026202720282029+Total(in millions)Capital Access Platforms:Initial Listings$37 $26 $20 $10 $3 $1 $97 Annual Listings3 - - - - - 3 Workflow & Insights178 2 - - - - 180 Financial Technology:Financial Crime Management Technology120 2 1 - - - 123 Regulatory Technology68 - - - - - 68 Capital Markets Technology176 3 2 2 - - 183 Other12 5 3 1 - - 21 Total$594 $38 $26 $13 $3 $1 $675 **Current (2025):** In the above table: •Additions reflect deferred revenue billed in the current period, net of recognition. •Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. •Adjustments primarily reflect foreign currency translation adjustments and the impact of the measurement period adjustment recorded during the third quarter of 2024. See Note 4, "Acquisition," for a description of the measurement period adjustment. •Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. • As of December 31, 2024, we estimate that our deferred revenue will be recognized in the following years:Fiscal year ended:202520262027202820292030+Total(in millions)Capital Access Platforms:Initial Listings$34 $28 $15 $6 $4 $2 $89 Annual Listings2 - - - - - 2 Workflow & Insights192 2 - - - - 194 Financial Technology:Financial Crime Management Technology144 2 1 1 - - 148 Regulatory Technology146 1 - - - - 147 Capital Markets Technology179 3 2 1 - - 185 Other14 5 3 1 - - 23 Total$711 $41 $21 $9 $4 $2 $788 The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. As of December 31, 2024, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended:202520262027202820292030+Total(in millions)Capital Access Platforms:Initial Listings$34 $28 $15 $6 $4 $2 $89 Annual Listings2 - - - - - 2 Workflow & Insights192 2 - - - - 194 Financial Technology:Financial Crime Management Technology144 2 1 1 - - 148 Regulatory Technology146 1 - - - - 147 Capital Markets Technology179 3 2 1 - - 185 Other14 5 3 1 - - 23 Total$711 $41 $21 $9 $4 $2 $788 --- ## Modified: We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations. **Key changes:** - Reworded sentence: "We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services." - Reworded sentence: "However, there are inherent uncertainties in these estimates.There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022.We may experience future events that may result in asset impairments." - Added sentence: "AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment." - Added sentence: "If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results." - Added sentence: "We also rely on members of our trading community to maintain markets and add liquidity." **Prior (2024):** Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2023, goodwill totaled $14.1 billion and intangible assets, net of accumulated amortization, totaled $7.4 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates. There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2023, 2022 and 2021. We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results. **Current (2025):** We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business. To the extent that any of our vendors or other third-party service providers experience difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results. AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected.We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2024, goodwill totaled $14.0 billion and intangible assets, net of accumulated amortization, totaled $6.9 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022.We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results. AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results. We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected. --- ## Modified: Pension, SERP and Other Post-Retirement Benefit Plans **Key changes:** - Reworded sentence: "In June 2023, we terminated our U.S." - Reworded sentence: "We maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S." - Reworded sentence: "See Note 10, "Retirement Plans," for further discussion." **Prior (2024):** Pension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a regular basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, mortality rate, healthcare cost trend rate, retirement age assumption, our historical assumptions compared with actual results and analysis of current market conditions and asset allocations. See Note 10, "Retirement Plans," for further discussion. Discount rates used for pension and other post-retirement benefit plan calculations are evaluated annually and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit obligations as they come due. Actuarial assumptions are based upon management's best estimates and judgment. The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on significant shifts in economic and financial market conditions. The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for various asset classes. While we consider the pension plans' recent performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset categories represent a long-term prospective return. **Current (2025):** In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company. This process was completed in 2024. See Note 10, "Retirement Plans," for further discussion. We maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The nonqualified SERPs and other post-retirement benefit plans are measured using actuarial valuations. Actuarial gains and losses are recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. We assess our nonqualified SERPs and other post-retirement benefit plan assumptions on an annual basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, which is modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefit obligations as they come due. Actuarial assumptions are based upon management's best estimates and judgment. See Note 10, "Retirement Plans," for further discussion. --- ## Modified: 2024 vs. 2023 **Key changes:** - Reworded sentence: "Tape plans revenues decreased in 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." - Reworded sentence: "The following tables present revenues and a key driver from our Other business:" **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** 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 7A. 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 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. 37 37 37 The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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):SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 requestsThe 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): The ARR chart includes:▪Capital Access Platforms◦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◦Subscription contracts under our Workflow & Insights business▪Financial Technology◦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 ▪ Capital Access Platforms ◦ 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 ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ 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): SEGMENT OPERATING RESULTSThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 %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. --- ## Modified: Year Ended December 31 **Key changes:** - Reworded sentence: "Capital Markets Technology revenues increased in 2024 compared with the same period in 2023." **Prior (2024):** The following table presents key drivers for Capital Markets Technology business: As of or Three Months Ended December 30,202320222021(in millions)ARR $799 $499 $475 Quarterly annualized SaaS revenues108 39 31 Capital Markets Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021. The increase in 2023 was primarily due to the inclusion of revenues from our acquisition of Adenza, higher trade management services revenues mainly driven by demand for colocation and connectivity services and higher market technology revenues due to higher support revenues and higher professional services fees. The increase in 2022 was primarily due to higher trade management services revenues associated with increased demand for connectivity services, partially offset by lower market technology revenues. The decrease in market technology revenues in 2022 was due to the successful completion of long-term contracts in 2021 and the unfavorable impact of changes in foreign exchange rates of $10 million, partially offset by growth in SaaS-based revenues. **Current (2025):** Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings. 39 39 39 Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment.Capital Markets Technology RevenuesThe following table presents key drivers for our Capital Markets Technology business:As of or Year Ended December 31202420232022(in millions)ARR $868 $799 $499 Quarterly annualized SaaS revenues134 108 39 Capital Markets Technology revenues increased in 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by higher trade management services revenues mainly driven by demand for additional colocation and connectivity services following our recent data center expansion and higher market technology license and support revenues, partially offset by lower market technology professional services revenue due to a large project delivery in the comparable period in 2023.Market ServicesThe following table presents revenues from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Market Services $3,771 $3,156 $3,632 20.9 %(13.4)%Transaction-based expenses:Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total Market Services, net$1,020 $987 $988 3.4 %(0.1)%The following table presents net revenues by product from our Market Services segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)U.S. Equity Derivative Trading$395 $374 $371 5.7 %0.7 %Cash Equity Trading430 397 397 8.3 % - %U.S. Tape plans125 141 149 (11.5)%(5.4)%Other70 75 71 (6.2)%4.6 %Total Market Services, net$1,020 $987 $988 3.4 %(0.1)% Financial TechnologyThe following table presents revenues from our Financial Technology segment:Year Ended December 31,Percentage Change2024202320222024 vs. 20232023 vs. 2022(in millions)Financial Crime Management Technology$273 $223 $176 22.2 %26.5 %Regulatory Technology352 212 130 66.3 %63.5 %Capital Markets Technology996 664 558 50.0 %18.9 %Total Financial Technology$1,621 $1,099 $864 47.5 %27.1 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial Crime Management Technology business:As of or Year Ended December 31202420232022(in millions)ARR and Quarterly annualized SaaS revenues$278 $226 $182 Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory Technology business:As of or Year Ended December 31202420232022(in millions)ARR$354 $325 $130 Quarterly annualized SaaS revenues191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment. --- ## Modified: SEGMENT OPERATING RESULTS **Key changes:** - Reworded sentence: "The following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** The following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 % **Current (2025):** The following table presents our revenues by segment: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Capital Access Platforms$1,972 $1,770 $1,682 11.4 %5.2 %Financial Technology1,621 1,099 864 47.5 %27.1 %Market Services3,771 3,156 3,632 20.9 %(13.4)%Other revenues36 39 48 (8.6)%(16.9)%Total revenues$7,400 $6,064 $6,226 22.0 %(2.6)%Transaction rebates(2,026)(1,838)(2,092)10.2 %(12.1)%Brokerage, clearance and exchange fees(725)(331)(552)119.1 %(40.1)%Total revenues less transaction-based expenses$4,649 $3,895 $3,582 19.4 %8.8 % --- ## Modified: 2023 vs. 2022 **Key changes:** - Reworded sentence: "The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs." **Prior (2024):** 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 7A. Quantitative and Qualitative Disclosures about Market Risk." 37 37 37 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 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 Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza 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 December 31, 2023, 2022 and 2021 (in millions): 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. ▪ 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 December 31, 2023, 2022 and 2021 (in millions): 38 38 38 Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. CAPITAL ACCESS PLATFORMSThe following table presents revenues from our Capital Access Platforms segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Data & Listing Services$749 $727 $678 3.0 %7.2 %Index528 486 459 8.6 %5.9 %Workflow & Insights493 469 429 5.1 %9.3 %Total Capital Access Platforms$1,770 $1,682 $1,566 5.2 %7.4 %Data & Listing Services RevenuesThe following table presents key drivers from our Data & Listing Services business:Year Ended December 31,202320222021IPOsThe Nasdaq Stock Market - operating companies103 87 319The Nasdaq Stock Market - SPACs27 74 433Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic7 38 174Total new listingsThe Nasdaq Stock Market330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic23 63 207Number of listed companiesThe Nasdaq Stock Market4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,218 1,251 1,235 As of December 31,202320222021ARR (in millions)$682 $664 $627 In the tables above:•Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 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 on the alternative markets of Nasdaq First North. Segment Operating ResultsThe following table presents our revenues by segment: Year Ended December 31,Percentage Change 2023202220212023 vs. 20222022 vs. 2021 (in millions) Capital Access Platforms$1,770$1,682$1,5665.2 %7.4 %Financial Technology1,099 864 772 27.2 %11.9 %Market Services, net987 988 1,005 (0.1)%(1.7)%Other revenues39 48 77 (18.8)%(37.7)%Total revenues less transaction-based expenses$3,895 $3,582 $3,420 8.7 %4.7 %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. **Current (2025):** The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation.Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza.Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023.Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation. Professional and contract services expense increased in 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza. Technology and communication infrastructure expense increased in 2024 compared with the same period 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 decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 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 decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023. Marketing and advertising expense increased in 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 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition. Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry. 43 43 43 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements.Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.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. 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.For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. 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 years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by 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 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. 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. 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. For further discussion related to both programs described above, see Note 20, "Restructuring Charges," to the consolidated financial statements. Non-Operating Income and ExpensesThe following table presents our non-operating income and expenses: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions)Interest income$28 $115 $7 (75.5)%1,538.3 %Interest expense(414)(284)(129)45.6 %120.2 %Net interest expense(386)(169)(122)128.3 %38.4 %Other income (loss)21 (1)2 (5,232.5)%(121.9)%Net income (loss) from unconsolidated investees16 (7)31 (328.7)%(122.9)%Total non-operating expense$(349)$(177)$(89)97.4 %96.7 %The following table presents our interest expense: Year Ended December 31,Percentage Change 2024202320222024 vs. 20232023 vs. 2022 (in millions) Interest expense on debt$398 $272 $120 46.3 %126.8 %Accretion of debt issuance costs and debt discount13 9 7 33.9 %37.0 %Other fees3 3 2 18.7 %21.2 %Interest expense$414 $284 $129 45.6 %120.2 %Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.Interest expense increased in 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 9, "Debt Obligations," to the 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 2024 compared with the same period in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in NPM. See "Equity Method Investments," of Note 6, "Investments," to the consolidated financial statements for further discussion. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*