Nasdaq Inc.: 10-K Risk Factor Changes

Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 36Item 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, 2025 and 2024 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A. 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, 2024 and 2023, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was previously filed with the SEC on February 21, 2025.Certain percentages and per share amounts herein may not sum or recalculate due to rounding. EXECUTIVE OVERVIEWNasdaq is a leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying the technology, data, and advanced analytics that enable our clients to capture opportunities, navigate risk, and strengthen resilience.We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.2025 Highlights•Nasdaq extended its listing leadership in 2025 and achieved its seventh consecutive year as the top U.S. exchange by proceeds raised. •In 2025, U.S. operating company IPOs on Nasdaq raised over $24 billion in proceeds. In 2025, Nasdaq set a record for listing transfers, with $1.2 trillion in annual switches for the first time including the largest exchange transfer on record.•Index achieved record net inflows of $99 billion in 2025, and exited the year with ETP AUM of $882 billion, an all-time high. Nasdaq launched 122 new Index products in 2025, with nearly half of the launches being international products and 32 new products in the institutional insurance annuity space.•The Financial Technology segment delivered 14% growth in ARR and revenue, reflecting an increase in new clients, cross-sells and upsells.•Market Services delivered record revenue, reflecting strength across U.S. cash equities and U.S. equities options volumes in 2025. Macroeconomic environmentOur business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, 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 2025 as compared to 2024 led to an increase in our U.S. equities options and U.S. cash equities revenues. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and an improving IPO landscape. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.Nasdaq’s Operating ResultsThe following table summarizes our financial performance for the year ended December 31, 2025 compared to the same period in 2024 and for the year ended December 31, 2024 compared to the same period in 2023. The comparability of our results of operations between reported periods is primarily impacted by our acquisition of Adenza in November 2023. See Note 4, “Acquisition and Divestitures,” 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 2025202420232025 vs. 20242024 vs. 2023 (in millions, except per share amounts) Revenues less transaction-based expenses$5,249$4,649$3,89512.9%19.4%Operating expenses2,9182,8512,3172.3%23.0%Operating income$2,331$1,798$1,57829.7%13.9%Net income attributable to Nasdaq$1,788$1,117$1,05960.1%5.5%Diluted earnings per share$3.09$1.93$2.0860.3%(7.4)%Cash dividends declared per common share$1.05$0.94$0.8611.7%9.3% 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, 2025 and 2024 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A. 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, 2024 and 2023, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was previously filed with the SEC on February 21, 2025.Certain percentages and per share amounts herein may not sum or recalculate due to rounding. EXECUTIVE OVERVIEWNasdaq is a leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying the technology, data, and advanced analytics that enable our clients to capture opportunities, navigate risk, and strengthen resilience.We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.2025 Highlights•Nasdaq extended its listing leadership in 2025 and achieved its seventh consecutive year as the top U.S. exchange by proceeds raised. •In 2025, U.S. operating company IPOs on Nasdaq raised over $24 billion in proceeds. In 2025, Nasdaq set a record for listing transfers, with $1.2 trillion in annual switches for the first time including the largest exchange transfer on record.•Index achieved record net inflows of $99 billion in 2025, and exited the year with ETP AUM of $882 billion, an all-time high. Nasdaq launched 122 new Index products in 2025, with nearly half of the launches being international products and 32 new products in the institutional insurance annuity space.•The Financial Technology segment delivered 14% growth in ARR and revenue, reflecting an increase in new clients, cross-sells and upsells.•Market Services delivered record revenue, reflecting strength across U.S. cash equities and U.S. equities options volumes in 2025. Macroeconomic environmentOur business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, 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 2025 as compared to 2024 led to an increase in our U.S. equities options and U.S. cash equities revenues. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and an improving IPO landscape. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.Nasdaq’s Operating ResultsThe following table summarizes our financial performance for the year ended December 31, 2025 compared to the same period in 2024 and for the year ended December 31, 2024 compared to the same period in 2023. The comparability of our results of operations between reported periods is primarily impacted by our acquisition of Adenza in November 2023. See Note 4, “Acquisition and Divestitures,” 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 2025202420232025 vs. 20242024 vs. 2023 (in millions, except per share amounts) Revenues less transaction-based expenses$5,249$4,649$3,89512.9%19.4%Operating expenses2,9182,8512,3172.3%23.0%Operating income$2,331$1,798$1,57829.7%13.9%Net income attributable to Nasdaq$1,788$1,117$1,05960.1%5.5%Diluted earnings per share$3.09$1.93$2.0860.3%(7.4)%Cash dividends declared per common share$1.05$0.94$0.8611.7%9.3% Item 6. [Reserved] Item 7. Management’s Discussion and Analysis of