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UNITED STATES SECURITIES AND EXCHANGE COMMISS ION
Washington, D.C. 20549
_______________________________
FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31 , 2025

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

from ________ to ________

Commission file number: 001-38855
___________________________________
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)

Delaware

52-1165937

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

151 W. 42nd Street,

New York,

New York

10036

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ☒     No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ☐   No   ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes    ☒     No   ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).     Yes    ☒     No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes    ☐     No   ☒  
As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $ 40.6 billion
(this amount represents approximately 454.2 million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of $89.42 of the common stock on
The Nasdaq Stock Market on such date).
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class

Outstanding at February 3, 2026

Common Stock, $0.01 par value per share

568,443,856

shares

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

i

 

 

Page    

Part I.

 

Item 1.

Business

1

Item 1A.

Risk Factors

17

Item 1B.

Unresolved Staff Comments

31

Item 1C.

Cybersecurity

31

Item 2.

Properties

33

Item 3.

Legal Proceedings

33

Part II.

Item 5.

Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

33

Item 6.

[Reserved]

36

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

36

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

55

Item 8.

Financial Statements and Supplementary Data

55

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

56

Item 9A.

Controls and Procedures

56

Item 9B.

Other Information

58

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

58

Part III.

Item 10.

Directors, Executive Officers and Corporate Governance

58

Item 11.

Executive Compensation

58

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

58

Item 13.

Certain Relationships and Related Transactions, and Director Independence

59

Item 14.

Principal Accountant Fees and Services

59

Part IV.

Item 15.

Exhibits and Financial Statement Schedules

59

Item 16.

Form 10-K Summary

63

ii

About this Form 10-K
Throughout this Form 10-K, unless otherwise specified:
• “Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.
• “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn
AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.
• “Nasdaq BX” refers to the cash equity exchange
operated by Nasdaq BX, Inc.
• “Nasdaq BX Options” refers to the options exchange
operated by Nasdaq BX, Inc.
• “Nasdaq Clearing” refers to the clearing operations
conducted by Nasdaq Clearing AB.
• “Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian
cash equity trading books operated by Nasdaq CXC
Limited.
• “Nasdaq First North” refers to our alternative
marketplaces for smaller companies and growth
companies in the Nordic and Baltic regions.
• “Nasdaq GEMX” refers to the options exchange
operated by Nasdaq GEMX, LLC.
• “Nasdaq ISE” refers to the options exchange operated by
Nasdaq ISE, LLC. 
• “Nasdaq MRX” refers to the options exchange operated
by Nasdaq MRX, LLC. 
• “Nasdaq Nordic” refers to collectively, Nasdaq Clearing
AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,
Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.
• “Nasdaq PHLX” refers to the options exchange operated
by Nasdaq PHLX LLC.
• “Nasdaq PSX” refers to the cash equity exchange
operated by Nasdaq PHLX LLC.
• “The Nasdaq Options Market” refers to the options
exchange operated by The Nasdaq Stock Market LLC.
• “The Nasdaq Stock Market” refers to the cash equity
exchange and listing venue operated by The Nasdaq
Stock Market LLC.
Nasdaq also provides as a tool for the reader the following
list of abbreviations and acronyms that are used throughout
this Annual Report on Form 10-K.
2022 Revolving Credit Facility: $1.25 billion senior
unsecured revolving credit facility, which matures on
December 16, 2027
2025 Notes: $500 million aggregate principal amount of
5.650% senior unsecured notes paid at maturity on June 28,
2025
2026 Notes: $500 million aggregate principal amount of
3.85% senior unsecured notes due June 30, 2026
2028 Notes: $1 billion aggregate principal amount of 5.350%
senior unsecured notes due June 28, 2028
2029 Notes: €600 million aggregate principal amount of
1.75% senior unsecured notes due March 28, 2029
2030 Notes: €600 million aggregate principal amount of
0.875% senior unsecured notes due February 13, 2030
2031 Notes: $650 million aggregate principal amount of
1.650% senior unsecured notes due January 15, 2031
2032 Notes: €750 million aggregate principal amount of
4.500% senior unsecured notes due February 15, 2032
2033 Notes: €615 million aggregate principal amount of
0.900% senior unsecured notes due July 30, 2033
2034 Notes: $1.25 billion aggregate principal amount of
5.550% senior unsecured notes due February 15, 2034
2040 Notes: $650 million aggregate principal amount of
2.500% senior unsecured notes due December 21, 2040
2050 Notes: $500 million aggregate principal amount of
3.25% senior unsecured notes due April 28, 2050
2052 Notes: $550 million aggregate principal amount of
3.950% senior unsecured notes due March 7, 2052
2053 Notes: $750 million aggregate principal amount of
5.950% senior unsecured notes due August 15, 2053
2063 Notes: $750 million aggregate principal amount of
6.100% senior unsecured notes due June 28, 2063
Adenza: Adenza Holdings, Inc.
AI: Artificial Intelligenc e
ARR: Annualized Recurring Revenue
ASC: Accounting Standards Codification
ASR: Accelerated Share Repurchase
ASU: Accounting Standards Update
ATS: Alternative Trading System
AUM: Assets Under Management
AWS: Amazon Web Services
CAT: A market-wide consolidated audit trail established
under an SEC approved plan by Nasdaq and other
exchanges
CCP: Central Counterparty
CFTC: U.S. Commodity Futures Trading Commission
EMIR: European Market Infrastructure Regulation
Equity Plan: Nasdaq Equity Incentive Plan
ESG: Environmental, Social and Governance
ESPP: Nasdaq Employee Stock Purchase Plan
ETF: Exchange Traded Fund
ETP: Exchange Traded Product

iii

Euro Notes: The 2029, 2030, 2032 and 2033 Notes
Exchange Act: Securities Exchange Act of 1934, as amended
FASB: Financial Accounting Standards Board
FINRA: Financial Industry Regulatory Authority
GICS: Global Industry Classification Standard
IP: Intellectual property
IPO: Initial Public Offering
MiFID II: Update to the Markets in Financial Instruments
Directive
MiFIR: Markets in Financial Instruments Regulation
NSCC: National Securities Clearing Corporation
OCC: The Options Clearing Corporation
OTC: Over-the-Counter
PCS: P ost-contract Customer Support
Proxy Statement: Nasdaq ’ s Definitive Proxy Statement for
the 2026 Annual Meeting of Shareholders
PSU: Performance Share Unit
Regulation NMS: Regulation National Market System
Regulation SCI: Regulation Systems Compliance and
Integrity
SaaS: Software as a Service
SEC: U.S. Securities and Exchange Commission
SERP: Supplemental Executive Retirement Plan
SFSA: Swedish Financial Supervisory Authority
SOFR: Secured Overnight Financing Rate
S&P: Standard & Poor’s
S&P 500: S&P 500 Stock Index
SPAC: Special Purpose Acquisition Company
SRO: Self-regulatory Organization
SSMA: Swedish Securities Markets Act 2007:528
TSR: Total Shareholder Return
U.S. GAAP: U.S. Generally Accepted Accounting Principles
U.S. Tape plans: U.S. cash equity and U.S. options industry
data
UTP: Unlisted Trading Privileges
UTP Plan: Joint SRO Plan Governing the Collection,
Consolidation, and Dissemination of Quotation and
Transaction Information for Nasdaq-Listed Securities
Traded on Exchanges on a UTP Basis
NASDAQ, the NASDAQ logos, and other brand, service or
product names or marks referred to in this report are
trademarks or service marks, registered or otherwise, of
Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade
Reporting Facility are registered trademarks of FINRA.
This Annual Report on Form 10-K includes market share and
industry data that we obtained from industry publications and
surveys, reports of governmental agencies and internal
company surveys. Industry publications and surveys
generally state that the information they contain has been
obtained from sources believed to be reliable, but we cannot
assure you that this information is accurate or complete. We
have not independently verified any of the data from third-
party sources nor have we ascertained the underlying
economic assumptions relied upon therein. Statements as to
our market position are based on the most currently available
market data. For market comparison purposes, The Nasdaq
Stock Market data in this Annual Report on Form 10-K for
IPOs and new listings of equity securities (including issuers
that switched from other listings venues, closed-end funds
and ETPs) is based on data generated internally by us;
therefore, the data may not be comparable to other publicly-
available IPO data. Data in this Annual Report on Form 10-K
for IPOs and new listings of equity securities on the Nasdaq
Nordic and Nasdaq Baltic exchanges and Nasdaq First North
also is based on data generated internally by us. IPOs and
new listings data is presented as of period end. While we are
not aware of any misstatements regarding industry data
presented herein, our estimates involve risks and
uncertainties and are subject to change based on various
factors, including those discussed in the “Item 1A. Risk
Factors” section in this Annual Report on Form 10-K .  
Nasdaq intends to use its website, ir.nasdaq.com, as a means
for disclosing material non-public information and for
complying with SEC Regulation FD and other disclosure
obligations.

iv

Forward-Looking Statements
The SEC encourages companies to disclose forward-looking
information so that investors can better understand a
company’s future prospects and make informed investment
decisions. This Annual Report on Form 10-K contains these
types of statements. Words such as “can,” “may,” “will,”
“could,” “should,” “anticipate,” “estimates,” “expects,”
“projects,” “intends,” “plans,” “believes” and words or
terms of similar substance used in connection with any
discussion of future expectations as to industry and
regulatory developments or business initiatives and
strategies, future operating results or financial performance,
and other future developments are intended to identify
forward-looking statements. These include, among others,
statements relating to:
• our strategic direction;
• the integration of acquired businesses, including
accounting decisions relating thereto;
• the scope, nature or impact of acquisitions, divestitures,
investments or other transactional activities;
• the effective dates for, and expected benefits of, ongoing
initiatives, including transactional activities and other
strategic, restructuring, technology, de-leveraging and
capital return initiatives;
• our products and services;
• the impact of pricing changes;
• tax matters;
• the cost and availability of liquidity and capital; and
• any litigation, or any regulatory or government
investigation or action, to which we are or could become a
party or which may affect us and any potential settlements
of litigation, regulatory or governmental investigations or
actions.
Forward-looking statements involve risks and uncertainties.
Factors that could cause actual results to differ materially
from those contemplated by the forward-looking statements
include, among others, the following:
• our operating results may be lower than expected;
• our ability to successfully integrate acquired businesses or
divest sold businesses or assets, including the fact that any
integration or transition may be more difficult, time
consuming or costly than expected, and we may be unable
to realize synergies from business combinations,
acquisitions, divestitures or other transactional activities;
• loss of significant trading and clearing volumes or values,
fees, market share, listed companies, market data
customers or other customers;
• our ability to develop and grow our non-trading
businesses;
• our ability to keep up with rapid technological advances,
including our ability to effectively manage the development
and use of AI in certain of our products and offerings, and
adequately address cybersecurity risks;
• economic, political, regulatory and market conditions and
fluctuations, including inflation, tariffs, interest rate and
foreign currency risk inherent in U.S. and international
operations, and geopolitical instability;
• the performance and reliability of our technology and
technology of third parties on which we rely;
• any significant systems failures or errors in our
operational processes;
• our ability to continue to generate cash and manage our
indebtedness; and
• adverse changes that may occur in the litigation or
regulatory areas, or in the securities markets generally, or
increased regulatory oversight domestically or
internationally.
Most of these factors are difficult to predict accurately and
are generally beyond our control. You should consider the
uncertainty and any risk related to forward-looking
statements that we make. These risk factors are discussed
under the caption “Part I. Item 1A. Risk Factors” in this
Annual Report on Form 10-K. You are cautioned not to place
undue reliance on these forward-looking statements, which
speak only as of the date of this Annual Report on Form 10-
K. You should carefully read this entire Annual Report on
Form 10-K, including “Part II. Item 7. Management’s
Discussion and Analysis of Financial Condition and Results
of Operations” and the consolidated financial statements and
the related notes. Except as required by the federal securities
laws, we undertake no obligation to update any forward-
looking statement, release publicly any revisions to any
forward-looking statements or report the occurrence of
unanticipated events. For any forward-looking statements
contained in any document, we claim the protection of the
safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

1

PART I

Item 1. Business

OVER VIEW
Nasdaq is a leading technology platform that powers the
world’s economies. We architect the infrastructure of the
world’s most modern markets, power the innovation
economy, and build trust in the financial system. We
empower economic opportunity by designing and deploying
the technology, data, and advanced analytics that enable our
clients to capture opportunities, navigate risk, and strengthen
resilience.
We manage, operate and provide our products and services in
three business segments: Capital Access Platforms, Financial
Technology and Market Services.
HISTORY
Nasdaq was founded in 1971 as a wholly-owned subsidiary
of FINRA. Beginning in 2000, FINRA restructured and
broadened ownership in Nasdaq by selling shares to FINRA
members, investment companies and issuers listed on The
Nasdaq Stock Market. In connection with this restructuring,
FINRA fully divested its ownership of Nasdaq in 2006, and
The Nasdaq Stock Market became an independent registered
national securities exchange in 2007.
In February 2008, Nasdaq and OMX AB combined their
businesses, leading to a transformational combination and
expansion of our company from a U.S.-based exchange
operator to a global exchange company offering technology
that powers our own exchanges and markets as well as many
other marketplaces around the world. Further, our
transformation into a leading technology platform that
powers the world’s economies gained momentum with the
2021 acquisition of Verafin, followed by the 2023 acquisition
of Adenza and its two flagship solutions, AxiomSL and
Calypso. The seamless integration of these businesses
allowed us to capitalize on our existing divisional structure,
consolidated by a singular O ne Nasdaq go-to-market
strategy.

GROWTH STRATEGY
To enable success in the evolving global financial system, we
have established our purpose, vision, and value proposition
together with a focused growth strategy:
Our Purpose: We advance economic progress for all.
Our Vision: We will be the trusted fabric of the world’s
financial system.
Our Value Proposition: We deliver world-leading platforms
that advance the liquidity, transparency, and integrity of the
global economy.
Our Strategy: Our strategic direction is aimed at optimizing
the deployment of resources, human capital, and financial
assets towards our most promising growth opportunities.
These opportunities, which we identified as substantial and
expanding opportunities, included solutions for combating
financial crime, compliance solutions, marketplace
technology, workflow for investment managers and asset
owners as well as insight solutions. Our strengths in
technology, proprietary data, analytics, and capital markets
expertise, in conjunction with our broad client base and
innovative brand has positioned us favorably to meet the
evolving demands of our clientele and deliver in a sustainable
and scalable way.
Through our platforms:
• We architect the world’s most modern markets : Our
platform delivers scalable, interoperable solutions that can
minimize friction, strengthen resilience, and enable market
operators to drive innovation into local market
environments. As a result, we believe our platform delivers
highly advanced market infrastructure, enabling deeper
liquidity and more seamless flows of capital across markets
globally.
• We power the innovation economy : The world’s most
dynamic economies are not defined by geography or size.
They are defined by their ability to transform ideas into
growth and allowing that innovation to scale. Nasdaq sits
at the center of the world’s most dynamic innovation
economies. We provide innovators and investors with the
infrastructure, investment products, and data and insights
that enable innovation to scale and investors to allocate
with confidence.
• We build trust in the financial system : As risk becomes
more pervasive, interconnected, and embedded across the
financial system, the gap between the speed of risk and the
speed of response has widened. Nasdaq’s platform can
deliver intelligent, integrated solutions that help financial
institutions identify and mitigate risk with agility and
precision. From regulatory reporting to compliance and
financial crime management, our platform helps
institutions detect threats early, meet evolving obligations,
and protect the integrity of their operations.

PRODUCTS AND SERVICES
Capital Access Platforms
Our Capital Access Platforms segment delivers liquidity ,
transparency and integrity to the corporate issuer and
investment community by empowering our clients to
effectively navigate the capital markets, achieve their
sustainability goals, and drive governance excellence. We
offer a suite of products to assist companies in managing
corporate governance standards.
Our Capital Access Platforms segment comprises Data &
Listing Services, Index and Workflow & Insights.

2

Data & Listing Services
Our North American and European data products enhance
transparency of market activity within our exchanges and
provide critical information to professional and non-
professional investors globally. Our Data business distributes
historical and real-time market data to sell-side customers,
the institutional investing community, retail online brokers,
proprietary trading firms, and other venues, as well as
internet portals and data distributors.
We collect, process, and create information and earn
revenues as a distributor of our own, as well as select third-
party, content. We provide varying levels of quote and trade
information to market participants and to data distributors
who in turn provide subscriptions for this information. Our
systems enable distributors to gain access to our market
depth, order imbalances, market sentiment and other
analytical data.
We distribute this proprietary market information to both
market participants and non-participants through a number of
proprietary products , including Nasdaq TotalView , our
flagship market depth quote product. We offer TotalView
products for The Nasdaq Stock Market and our Nasdaq BX
and Nasdaq PSX markets . We also offer Nordic Equity
TotalView, Nordic Derivatives TotalView and Nordic Fixed
Income TotalView for Nordic markets.
We operate several other proprietary services and data
products to provide market information, including Nasdaq
Basic, a lower cost alternative to the industry Level 1 feed
and Nasdaq Canada Basic , a lower cost alternative to other
data feeds . We also provide various other data, including data
relating to our U.S. equities and options exchanges and
Nordic equities, derivatives, fixed income and futures.
We operate a variety of listing platforms around the world to
provide multiple global capital raising solutions for public
companies. Companies listed on our markets represent a
diverse array of industries including, among others,
healthcare, consumer products, telecommunication services,
information technology, financial services, industrials and
energy. Our main listing markets are The Nasdaq Stock
Market and the Nasdaq Nordic and Nasdaq Baltic exchanges.
Companies seeking to list securities on The Nasdaq Stock
Market may do so on one of the three market tiers: The
Nasdaq Global Select Market, The Nasdaq Global Market, or
The Nasdaq Capital Market. To qualify, companies must
meet minimum listing requirements, including specified
financial and corporate governance criteria. Once listed,
companies must maintain rigorous listing and corporate
governance standards.
As of December 31, 2025 , a total of 5,599 companies listed
securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and
Nasdaq First North exchanges. As of December 31, 2025 , a
total of 4,480 companies listed securities on The Nasdaq
Stock Market, with 1,316 listings on The Nasdaq Global
Select Market, 1,750 on The Nasdaq Global Market and
1,414 on The Nasdaq Capital Marke t.
In the U.S., we seek new listings from companies conducting
IPOs, including SPACs, and direct listings as well as
companies looking to switch from alternative exchanges. The
2025 new listings were comprised of the following:

The Nasdaq Stock Market

Operating company IPOs

155

SPAC IPOs

126

Switches from the New York Stock Exchange
LLC, or NYSE, and the NYSE American LLC, or
NYSE American

20

Upgrades from OTC

31

ETPs and Other Listings

452

Total

784

During 2025, we had 20 new listings resulting from operating
companies switching their listings from NYSE or NYSE
American to join The Nasdaq Stock Market as well as 5 ETP
switches, included in ETPs and other listings in the table
above. More than $ 1,241 billion in global equity market
capitalization switched to The Nasdaq Stock Market in 2025.
We also offer listings on the exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic. For smaller companies and growth
companies, we offer access to the financial markets through
the Nasdaq First North alternative marketplaces. As of
December 31, 2025 , a total of 1,119 companies listed
securities on our Nordic and Baltic exchanges.
Our European listing customers include companies, funds
and governments. Customers issue securities in the form of
cash equities, depository receipts, warrants, ETPs,
convertibles, rights, options, bonds or fixed-income related
products. In 2025, a total of 27 new companies listed on our
Nordic and Baltic exchanges.

Index
Our Index business develops and licenses Nasdaq-branded
indices and financial products. License fees for our trademark
licenses vary by product based on a percentage of underlying
assets, dollar value of a product issuance, number of products
or number of contracts traded. We also license cash-settled
options, futures and options on futures on our indices.
As of December 31, 2025 , 451 ETPs listed on 27 exchanges
in over 20 countries tracked a Nasdaq index and accounted
for $ 882 billion in AUM. Our flagship index, the Nasdaq-100
Index, or NDX, includes the top 100 non-financial companies
listed on The Nasdaq Stock Market. More than 100 ETPs
worldwide track Nasdaq-100 core indices, which had $640
bi llion in assets tracking the indices as of December 31,
2025 , or 73% of total AUM.
We provide index data product s based on Nasdaq indices.
Index data products include our Global Index Data Service,
which delivers r eal-time and historical index values
throughout the trading day , and Global Index Watch/Global
Index File Delivery Service, which delivers daily and
historical weightings and components data, corporate actions
and a breadth of additional data for the indices that we
operate.

3

Workflow & Insights
Workflow & Insights includes our analytics and corporate
solutions products.
Our analytics products provide asset managers, investment
consultants and institutional asset owners with information
and analytics to make data-driven investment decisions,
deploy their resources more productively, and provide
liquidity solutions for private funds. Through our eVestment
platform, 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.
Our eVestment platform has expanded the scale and reach of
data assets to meet the evolving needs of clients and enhance
the value to asset owners and asset managers, including in the
private markets space, with over 80,000 private funds
covered. In October 2025, we sold our Solovis business, a
financial technology platform offering portfolio monitoring
and analytics tools.
The Nasdaq Fund Network and Nasdaq Data Link are
additional platforms in our suite of investment data analytics
offerings and data management tools. Nasdaq Fund Network
gathers and distributes daily net asset values from over
100,000 funds and other investment vehicles across North
America. Nasdaq Data Link strengthens our position as a
leading source for financial, economic, and alternative
datasets.
Corporate solutions serves both public and private companies
and organizations through our Investor Relations
Intelligence, Governance Solutions and Sustainability
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.
Our Investor Relations Intelligence offerings include a global
team of expert consultants that deliver advisory services
including Equity Surveillance & Shareholder Analysis,
Investor Engagement and Perception Studies, as well as an
industry-leading platform, Nasdaq IR Insight, to investor
relations professionals and executive teams. These solutions
allow investor relations officers and executives to better
manage their investor relations programs, understand their
investor base, target new investors, manage meetings and
consume key data such as investor profiles, equity research,
consensus estimates and news.
Through our Governance Solutions products, we provide an
industry-leading board meeting management platform,
Nasdaq Boardvantage, and advisory services that streamline
the meeting process for board of directors and executive
leadership teams and enable them to accelerate decision
making and strengthen governance.
Our Sustainability Solutions includes consulting services and
purpose built sustainability reporting software. Our advisory
practice helps companies analyze, assess and action best
practices as it relates to their sustainability programs. Nasdaq
Metrio is our cloud-based end-to-end sustainability reporting
platform that enables corporates to collect, measure, disclose
and communicate investor-grade, audited ESG data
efficiently across dozens of raters, rankers and framework
organizations to drive strategic outcomes and attract
investors.

Financial Technology
The Financial Technology segment delivers world leading
platforms that improve the l iquidity, transparency and
integrity of the global economy by architecting and operating
the world ’ s best markets. This segment comprises Financial
Crime Management Technology, Regulatory Technology and
Capital Markets Technology businesses.

We are a leading global technology solutions provider and
partner to exchanges, clearing organizations, central
securities depositories, banks, brokers, buy-side firms and
corporate businesses. Th rough our Financial Technology
solutions, we power more than 135 marketplaces (including
19 owned and operated by Nasdaq) and regulators, in more
than 5 5 countries. We serve approximately 3,800 global
clients, including all Global Systemically Important Banks,
or G-SIBs . Our solutions can handle a wide array of assets,
including but not limited to cash equities, equity derivatives,
currencies, various interest-bearing securities, commodities,
energy products and digital currenci es.
Financial Crime Management Technology
Financial Crime Management Technology includes our
Nasdaq Verafin solution, which delivers a leading anti-
financial crime platform improving the integrity and
transparency of the financial world. Nasdaq Verafin provides
a cloud-based solution to financial institutions for fraud
detection and management, anti-money laundering and
countering the financing of terrorism compliance and
management, high-risk customer management, sanctions
screening and management, and information sharing.
Nasdaq Verafin has leveraged AI for more than 20 years to
deliver industry-leading financial crime management
solutions, combining deep domain and technical expertise
with consortium data. Nasdaq Verafin's comprehensive
solutions help financial institutions tackle complex problems,
including payments fraud targeting all payment channels.
Our innovative AI-based Targeted Typology Analytics
solution examines a range of behavioral, transactional, third-
party, and consortium insights for more effective detection of
crimes with fewer false positives and high quality results.
Our Nasdaq Verafin solution provides the tools to help more
than 2,750 North American financial institutions, including
G-SIBs , with regulatory compliance as well as detect,
investigate and report money laundering and financial fraud.

4

Regulatory Technology
Regulatory Technology includes our AxiomSL and
surveillance solutions.

AxiomSL is a global leader in risk data management and
regulatory reporting solutions for the financial industry,
covering more than 170 regulators in more than 60 countries ,
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 cloud-enabled and on-premises solutions support
compliance across a wide range of global and local
regulations and deliver solutions and services for financial
regulatory reporting, liquidity, capital and credit, operations,
trade and transaction reporting, and ESG reporting. We also
provide professional services which relate to systems
implementation and integration as well as advisory services.

Our surveillance cloud-enabled and on-premises solution is
designed for banks, brokers and other market participants to
assist in complying with market rules, regulations and
internal market surveillance policies and serves more than
170 clients. We also provide our solution to regulators and
exchanges with a robust platform to manage cross-market,
cross-asset and multi-venue surveillance. This offering
powers surveillance for more than 50 exchanges and 22
regulators.

Capital Markets Technology
Capital Markets Technology includes our Calypso and
market technology solutions as well as trade management
services.

C alypso is a leading cloud-enabled platform p roviding cross-
asset, front-to-back trading, treasury, risk and collateral
management solutions. The Calypso solution provides
customers with a single platform designed to enable
consolidation, innovation and growth. The platform supports
front, middle and back office activities in exchange-traded
and OTC instruments and supports multiple financial asset
classes and the associated financial instruments. Calypso’s
software application specializes in capital markets,
investment management, risk management, clearing,
collateral, treasury and liquidity management.
The Calypso platform, leveraging modern technology, is
versatile and serves more than 20 central banks and other
customers across different industries, including banks, buy-
side clients, government-sponsored entities and corporate
clients, and can quickly adapt to changing paradigms
including new asset classes, regulations, trading venues, and
trading and processing workflows.

Nasdaq’s market technology solutions are utilized by leading
markets in North America, Europe, Asia, Middle East, Latin
America and Africa. These solutions can handle a wide array
of asset classes, including but not limited to cash equities,
equity derivatives, currencies, various interest-bearing
securities, commodities, energy products and digital
currencies. We continue to develop our business portfolio by
extending and migrating our current offerings to the cloud.
We provide and deliver mission-critical solutions to market
infrastructure operators, which include exchanges, regulators,
clearinghouses and central securities depositories. These
solutions are designed to cover all aspects of a market
operator’s needs, from trading and clearing to risk
management, index development, data, management, testing
and quality assurance.
In addition to serving the market operators in the core capital
markets, there is a demand for mission critical solutions to
enable robust operation of new emerging asset classes such
as crypto currencies and native digital markets. Our market
technology business currently offers its services to several
digital assets exchanges, and the SaaS-based Marketplace
Services Platform provides next-generation marketplace
capabilities spanning the transaction lifecycle to facilitate the
exchange of assets, services and information across various
types of market ecosystems and machine-to-machine
transactions.
Our Capital Markets Technology businesses also provide
complex delivery management and systems integration.
Through our integration services, we can assume
responsibility for projects that involve migration to a new
system and the establishment of entirely new marketplaces.
We also offer operation and support for the applications,
systems platforms, networks and other components included
in an information technology solution, as well as advisory
services.

Our trade management services provide 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. WorkX, a web-based, front-end interface
allows market participants to view data, utilize risk
management tools, and submit and review trade reports.
WorkX enables a seamless workflow and enhanced trade
intelligence. In addition, we offer a variety of add-on
compliance tools to help market participants comply with
regulatory requirements.
We 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 certain data centers using millimeter wave
and microwave technology.

5

Market Services
Our Market Services segment includes our equity derivative
trading and clearing, cash equity trading, fixed income,
currency and commodities trading. We operate 19 exchanges
across several asset classes, including derivatives,
commodities, cash equity, debt, structured products and
ETPs.
We provide trading services in North America and Europe. In
the U.S., we operate six options exchanges: Nasdaq PHLX,
The Nasdaq Options Market, Nasdaq BX Options, Nasdaq
ISE, Nasdaq GEMX and Nasdaq MRX. These exchanges
facilitate the trading of equity, ETF, index and foreign
currency options. Our combined options market share in
2025 represented the largest share of the U.S. market for
multi-listed equity options. Our options trading platforms
provide trading opportunities to retail investors, algorithmic
trading firms and market makers, who tend to prefer
electronic trading, and institutional investors, who typically
require high touch services to execute their trades, which are
often performed on our trading floor in Philadelphia.
We also operate three cash equity exchanges: The Nasdaq
Stock Market, Nasdaq BX and Nasdaq PSX. Our U.S. cash
equity exchanges offer trading of both Nasdaq-listed and
non-Nasdaq-listed securities. The Nasdaq Stock Market is the
largest single venue of liquidity for trading U.S.-listed cash
equities. Market participants include market makers, broker-
dealers, ATSs, institutional investors, and registered
securities exchanges. We also operate a U.S. corporate bond
exchange for the listing of corporate bonds.
Our Market Services segment also includes revenues from
U.S. Tape plans. The plan administrators sell quotation and
last sale information for all transactions, whether traded on
The Nasdaq Stock Market or other exchanges, to market
participants and to data distributors, who then provide the
information to subscribers. After deducting costs, the plan
administrators distribute the tape revenues to the respective
plan participants based on a formula required by Regulation
NMS that takes into account both trading and quoting
activity.
In Canada, we operate an exchange with three independent
markets for the trading of Canadian-listed securities: Nasdaq
Canada CXC, Nasdaq Canada CX2 and Nasdaq Canada
CXD.
In Europe, we operate exchanges in Tallinn (Estonia), Riga
(Latvia) and Vilnius (Lithuania) as Nasdaq Baltic and
exchanges in Stockholm (Sweden), Copenhagen (Denmark),
Helsinki (Finland), and Reykjavik (Iceland) together with the
clearing operations of Nasdaq Clearing, as Nasdaq Nordic.
Collectively, the Nasdaq Nordic and Nasdaq Baltic
exchanges offer trading in cash equities, depository receipts,
warrants, convertibles, rights, fund units and ETFs, as well as
trading and clearing of derivatives and clearing of resale and
repurchase agreements. Our platform allows the exchanges to
share the same trading system, which enables efficient cross-
border trading and settlement, cross-exchange membership
and a single source for Nordic data products. Settlement and
registration of cash equity trading takes place in Sweden,
Finland, and Denmark via the local central securities
depositories. In addition, Nasdaq owns a central securities
depository that provides notary, settlement, central
maintenance and other services in the Baltic countries and
Iceland.
In Europe, Nasdaq Nordic offers trading in derivatives, such
as stock options and futures and index options and futures.
Nasdaq Clearing offers CCP clearing services for stock
options and futures and index options and futures.
Nasdaq Fixed Income, or NFI, provides a wide range of
products and services, such as trading and clearing, for fixed
income products in Sweden, Denmark, Finland, Iceland,
Estonia, Lithuania and Latvia. Nasdaq is the largest bond
listing venue in the Nordics, with more than 6,00 0 listed
retail and institutional bonds. In addition, Nasdaq Nordic
facilitates the trading and clearing of Nordic fixed income
derivatives in a unique market structure. Buyers and sellers
agree to trades in fixed income derivatives through bilateral
negotiations and then report those trades to Nasdaq Clearing.
Nasdaq Clearing offers CCP clearing services for fixed-
income options and futures and interest rate swaps. Nasdaq
Clearing also operates a clearing service for the resale and
repurchase agreement market.
Nasdaq Commodities is the brand name for Nasdaq’s
European commodity-related products and services such as
trading and clearing. Nasdaq Commodities’ offerings include
derivatives in power, natural gas and carbon emission
markets and electricity certificates. These products are listed
on Nasdaq Oslo ASA. In January 2025, we entered into an
agreement to transfer existing open positions in our Nordic
power futures business to a European exchange. In June
2025, this transaction was completed and consideration was
received. Migration of open positions are planned to take
place by the end of the first quarter of 2026 . We expect to
wind down the commodities clearing and trading services
during the second half of 2026, and the business to be wound
down in the months following .
Nasdaq Oslo ASA is the commodity derivatives exchange for
European products. All trades with Nasdaq Oslo ASA are
subject to clearing with Nasdaq Clearing, which offers CCP
clearing services for commodities options and futures.

6

We also own a majority stake in Puro.earth, a Finnish-based
leading platform for carbon removal. Puro.earth offers
engineered carbon removal instruments that are verified and
tradable through an open, online platform. Puro.earth’s
marketplace capabilities add to our suite of sustainability-
focused technologies and workflow solutions and give our
clients further resources to achieve their sustainability
objectives.

Technology and technological strengths
Technology plays a key role in ensuring the growth,
reliability and regulation of financial markets. The strength
and resiliency of our technology in meeting the advancing
demands of our global customer base is vital to the continued
success of our business and distinguishes us from our
competitors. We strive to be a trusted partner to a diverse
range of clients that participate across the global financial
ecosystem.
We have established a technology risk program to evaluate
the resiliency of critical systems, including risks associated
with cybersecurity. This program is focused on identifying
areas for improvement in systems, and implementing changes
and upgrades to technology and processes to minimize future
risk. We have continued our focus on improving the security
of our technology with an emphasis on new tool deployment
for our securities operations team, targeted phishing
campaigns and employee awareness. See “Item 1A. Risk
Factors” in this Annual Report on Form 10-K for further
discussion.
We are committed to the ethical and responsible use of AI i n
our products, services and business operations. Our AI
governance structure aligns the application of AI with our
core values through a framework that addresses the new and
unique risks that AI technology presents, while enabling us to
explore innovation and take advantage of opportunities that
AI presents to better serve our customers, advance our
business objectives and bring value to our shareholders. Our
AI governance framework applies risk management across
AI-related product development and business usage in the
company through a multi-disciplinary approach. The
framework puts into practice Nasdaq’s responsible AI usage
principles and considers the U.S. National Institute of
Standards and Technology AI Risk Management Framework.
It is administered through company-wide policies, procedures
and supporting preventative and detective controls.
We are focused on amplifying the impact that AI has on our
business and in our products. We continue to develop
products and services using AI, including generative AI, and
the use of AI in product development remains a priority for
us in 2026. We are currently leveraging AI to further develop
products and solutions in areas such as investment analytics,
investor relations and fraud and anti-money laundering, as
well as to modernize markets with our AI-powered order
type.
Our Nasdaq Verafin solution leverages data analytics,
machine‑learning techniques and consortium data to support
transaction monitoring, customer risk management and the
identification of financial crime risks across multiple
payment channels. Our solution is designed to support a
range of client needs, from smaller financial institutions
using integrated applications to larger institutions accessing
specific capabilities through APIs. We continue to enhance
the platform with additional automation and AI‑based
capabilities, including agentic AI, to help support operational
efficiency and evolving regulatory and financial crime
requirements.
We also continue to invest in AI to strengthen our AxiomSL
and Calypso solutions. For instance, in our AxiomSL
offering we are embedding advanced AI capabilities, from
generative AI assistants to machine-learning analytics to
enhance user productivity, predictive insights and agility
when handling new regulations. We are embedding AI
capabilities into our Calypso solution that are expected to
directly address the operational and analytical demands of
modern financial institutions.
In our market surveillance business, we currently use and
continue to advance our AI features , machine‑learning
techniques and extensive market data to identify irregular
trading behaviors and potential market abuse across global
asset classes. New enhancements include generative AI tools
that are designed to streamline alert triage and investigative
workflows, supporting improved efficiency and reduced false
positives as market and regulatory demands evolve.
Within our market technology business, we continue to
progress AI deployments to strengthen our Eqlipse platform,
a cloud-native suite that spans the full trade lifecycle -
trading, clearing, CSD, and data intelligence - and serves as
an AI-ready foundation for advanced analytics and
automation. 
We believe that our focus on AI to enhance features of our
existing offerings and in the development of new solutions,
together with our significant proprietary data sets and our use
of AI to drive internal operating efficiencies, provides us with
a competitive advantage.
During 2025, Nasdaq continued its shift from traditional on-
premises deployments by utilizing and deploying cloud
infrastructure. We believe that migrating our exchanges and
non-exchange workloads to the cloud, through our
partnership with AWS, will result in improved performance
and increased flexibility for our customers. We expect to
move additional markets to the cloud with AWS during the
next several years. The shift to cloud-based markets enables
Nasdaq to provide its clients access to enhanced capabilities,
including virtual connectivity services, market analytics,
machine learning and AI-driven insights.

7

To facilitate the exchange migration to AWS, Nasdaq
continues to leverage its Fusion technology platform. Fusion
positions Nasdaq’s North American and European
derivatives markets to manage, operate and deploy a common
platform that can be used across our nine Nasdaq derivative
markets, while enabling our markets for cloud deployment .
We also expect to continue to leverage the cloud-based
infrastructure for our market technology clients, assisting
such clients in developing their own platforms and
customizing their offerings for their local, rapidly changing
industry dynamics. In 2025, we advanced our partnership
with AWS by introducing a new suite of solutions that are
designed to empower market operators to enhance liquidity,
facilitate capital flows, and drive growth, while upholding the
highest level of performance, security and resilience. The
new blueprint includes infrastructure that places AWS
compute services in close proximity to exchange and trading
systems, with connectivity to AWS Global Regions through
AWS Direct Connect and the AWS global network. We also
introduced, through Nasdaq Eqlipse, an updated suite of
cloud‑ready market technology solutions with standardized
APIs with proven interoperability across the full trade
lifecycle. Nasdaq Eqlipse will also include a new solution,
Nasdaq Eqlipse Intelligence, that includes enhanced data
management, analytics and reporting capabilities that are
specific to market operators’ workflows, and that are
intended to support a broader use of AI and transform how
marketplaces operate.
Additionally, we completed another expansion of our
existing colocation facility to meet the growing demand of
market participants that seek proximity to the Nasdaq trading
systems. Our expanded and enhanced facility is designed to
provide the optimal environment for the next generation of
compute workloads and offer clients access to a wider range
of services and capabilities including liquid cooling.
In 2025, we also expanded our strategic technology
partnership with AWS by providing financial institutions
with the option to deploy Nasdaq Calypso as a fully managed
service on AWS. This deployment model allows institutions
to operate Calypso without maintaining underlying
infrastructure, supports more consistent upgrades, and offers
a unified environment for trading, risk, margin, collateral
management, and related data workflows. The model is
intended to help institutions address evolving regulatory and
operational requirements, streamline technology architecture,
and improve the efficiency of real‑time data processing and
analytics, including the use of AI.
With a continued focus on modernization of our markets,
technology, and in meeting the advancing demands of our
global customer base, in 2025, Nasdaq announced plans to
introduce extended trading hours on the Nasdaq Stock
Market. This initiative, known as Global Trading Hours, will
create a 23-hour trading day, five days a week and is
designed to meet the realities of a connected world while
safeguarding the principles that underpin U.S. markets.
Nasdaq plans to launch this capability in the second half of
2026, subject to regulatory approval. Moreover, in the third
quarter of 2025, Nasdaq filed a proposed rule change with the
SEC to enable the trading of tokenized equity securities and
ETPs on its platform. The proposal represents a step toward
integrating blockchain-based assets into the existing U.S.
equities market infrastructure.

Competition

We are a global, client-focused technology company with
expertise in markets and financial technology. We deploy
robust technology capabilities and have developed innovative
solutions to further address client needs across the financial
ecosystem. Our business segments complement each other
and we believe that our strong competitive position in large,
high-growth markets positions us for sustained growth.
Our Value Proposition
We operate leading platforms that can improve the liquidity,
transparency, and integrity of the global financial ecosystem,
allowing us to:
• Develop efficient and reliable technologies to facilitate and
protect the financial system across asset classes;
• Empower our clients to effectively navigate the capital
markets, achieve their sustainability goals, and maintain
corporate governance excellence; and
• Provide data, tools and insights that drive sound decision
making while complying with evolving regulatory
requirements.

Capital Access Platforms
Our Data business includes proprietary data products.
Proprietary data products are made up exclusively of data
derived from each exchange’s systems. Competition in the
data business is influenced by rapidly changing technology
and the creation of new product and service offerings.
Our proprietary data products face competition globally from
alternative exchanges and trading venues that offer similar
products. Our data business competes with other exchanges
and third-party vendors to provide information to market
participants.
Our Listing Services business in both the U.S. and Europe
provides a means of facilitating capital formation through
public capital markets. There are competing ways of raising
capital, and we seek to demonstrate the benefits of listing
shares on our exchange. Our primary competitor for larger
company stock share listings in the U.S. is NYSE. The
Nasdaq Stock Market competes with local and international
markets located outside the U.S. for listings of equity
securities of both U.S. and non-U.S. companies that choose
to list (or dual-list) outside of their home country. For
example, The Nasdaq Stock Market competes for listings
with exchanges in Europe and Asia. Additionally, we face
competition from private equity firms that may elect to keep
their portfolio companies as private companies.

8

The Listings Services business in Europe is characterized by
a large number of exchanges competing for new or secondary
listings. Each country has one or more national exchanges,
which are often the first choice of companies in each
respective country. For those considering an alternative,
competing European exchanges that frequently attract many
listings from outside their respective home countries include
LSE, Euronext N.V. and Deutsche Börse AG. In addition to
the larger exchanges, companies seeking capital or liquidity
from public capital markets are able to raise capital without a
regulated market listing and can consider trading their shares
on smaller markets and quoting facilities.
Our Index business offers Nasdaq-branded indices and
financial products and faces competition from providers of
various competing financial indices. For example, there are a
number of indices that aim to track the technology sector and
thereby compete with the Nasdaq-100 Index and the Nasdaq
Composite Index. We face competition from investment
banks, dedicated index providers, markets and other product
developers, including S&P Dow Jones Indices, MSCI and
FTSE Russell.
Workflow & Insights includes our analytics and corporate
solutions businesses. Our analytics business faces
competition from a broad array of data and analytics
suppliers, both established firms and small start-ups.
Our corporate solutions business operates in a fragmented
competitive landscape. Exchange operators are expanding
their reach into investor relations, while our Sustainability
and Governance Solutions compete with diverse providers of
software, data, and consulting across evolving markets and
customer segments.

Financial Technology

For our Financial Crime Management Technology and trade
and market surveillance businesses, competitors include core
banking solution providers ranging from small to large,
independent solution providers, FinTech start-ups and in-
house custom builds. We compete against enterprise solution
providers and point solutions for clients with larger AUM .
Competitors also include companies that serve multiple
industries in addition to financial services with generalized
solutions, such as business intelligence tools, data integrators,
investigation platforms and software covering the broader
compliance lifecycle. Moreover , established technology
companies have expanded into financial crime management
by offering specialized solutions incorporating advanced data
analytics, AI and machine learning technologies . The
Financial Crime Management Technology and surveillance
offerings compete on a number of factors, including but not
limited to, increased workflow efficiency, quality of the data,
quality of alerts and pricing.

Competitors to our AxiomSL solutions, which support
financial, statistical and prudential reporting as well as
shareholder disclosures, trade reporting and ESG reporting,
include large independent solution providers, in‑house
solutions at financial institutions and smaller independent
point solution providers. As regulatory reporting becomes
more granular and time‑sensitive, AxiomSL is differentiated
by its ability to operate at speed and scale while maintaining
consistency across functional business domains. In addition,
Nasdaq’s deep, in‑platform AI integration provides
proprietary, domain‑focused capabilities, such as automated
regulatory coding and intelligent anomaly detection, that are
difficult to replicate and support AxiomSL’s competitive
position.

Competitors to our Calypso product, which provides
cross‑asset, front‑to‑back trading, treasury, risk and collateral
management solutions, include enterprise solution providers,
local and regional providers focused on smaller clients, and
point solution providers, such as pricing libraries and
post‑trade service providers. For larger clients, including
global banks, competition also includes internally developed
solutions. Calypso is differentiated by Nasdaq’s
domain‑specific intelligence, proprietary algorithms and deep
product integration, which are designed to support scalability
and continued relevance as competitors increasingly adopt
generic large‑language‑model‑based approaches.

Our market technology business competes with exchange
operators that develop their own technology as well as with
technology providers unaffiliated with exchanges. While
many operators historically relied on internally developed
systems, an increasing number now purchase technology
from third parties to achieve cost efficiencies. As a result,
competition includes both exchange operators and
independent technology providers offering off-the-shelf
solutions for trading, clearing, settlement, depository and
information dissemination, along with customization and
operational expertise. Our partnership with AWS supports
our ability to compete in the development of cloud-based
exchange and market technology solutions. Nasdaq's Eqlipse
platform is differentiated by its AI-native architecture, which
is designed to provide domain-specific, context-aware
intelligence across the trade lifecycle as competitors
increasingly adopt generic large-language-model-based
approaches.
Our trade management services business competes with other
exchange operators, extranet providers, and data center
providers.

Market Services
We face intense competition in North America and Europe.
We seek to provide market participants with greater
functionality, trading system stability and performance, high
levels of customer service, and efficient pricing. In both
North America and Europe, our competitors include other
exchange operators, operators of non-exchange trading
systems and banks and brokerages that operate their own
internal trading pools and platforms.
In the U.S., our options markets compete with exchanges
operated by Cboe Global Markets, Inc., or CBOE , Miami
International Holdings, Inc., or MIAX, Intercontinental
Exchange , Inc., or ICE, Members Exchange, or MEMX, and
BOX Options Market. In the U.S., our cash equities markets

9

compete with exchanges operated by Cboe, ICE, MIAX, the
TXSE Group , The Investors Exchange, MEMX and Long
Term Stock Exchange. We also face competition from ATSs,
known as “dark pools,” and other less-heavily regulated
broker-owned trade facilitation systems, as well as from other
types of OTC trading. In Canada, our cash equities exchange
competes principally with exchanges such as the Toronto
Stock Exchange, or TSX.
Our U.S. Tape plans earn revenue from consolidated data
products which are distributed by SEC-mandated
consolidators (one for Nasdaq-listed stocks and another for
NYSE and other-listed stocks) that share the revenue among
the exchanges that contribute data. The consolidated data
business is under competitive pressure from other securities
exchanges that trade Nasdaq-listed securities. In addition,
The Nasdaq Stock Market similarly competes for the tape
fees from the sale of information on securities listed on other
markets.
In Europe, our cash equities markets compete with exchanges
such as Euronext N.V., Deutsche Börse AG, London Stock
Exchange Group plc, or LSE, and many Multilateral Trading
Facilities, or MTFs, such as Cboe, Turquoise and Aquis. Our
competitors in the trading and clearing of options and futures
on European equities include Eurex, Cboe, ICE Futures
Europe and London Clearing House, or LCH. In addition, in
equities markets in Europe, we face competition from other
broker-owned systems, dark pools, Systematic Internalizers,
or SIs, and other types of OTC trading. Competition among
exchanges for trading European equity derivatives tends to
occur where there is competition in the trading of the
underlying equities. In addition to exchange-based
competition, we face competition from OTC derivative
markets.
MiFID II and MiFIR have resulted in further competitive
pressure on our European trading business. SIs are attracting
a significant share of electronically matched volume and
compete aggressively for the trading of equity securities
listed on our Nordic exchanges. Different bilateral trading
systems pursuing block business also remain active in
Europe.
Our European fixed income and commodities products and
services are subject to competitive pressure from European
exchanges and clearinghouses.

INTELLECTUAL PROPERTY
We believe that our IP assets are important for maintaining
the competitive differentiation of our products, systems,
software and services, enhancing our ability to access
technology of third parties and maximizing our return on
research and development investments.
To support our business objectives and benefit from our
investments in research and development, we actively create
and maintain a wide array of IP assets, including patents and
patent applications related to our innovations, products and
services; trademarks related to our brands, products and
services; copyrights in software and creative content; trade
secrets; and through other IP rights, licenses of various kinds
and contractual provisions. We enter into confidentiality and
invention assignment agreements with our employees and
contractors, and utilize non-disclosure agreements with third
parties with whom we conduct business in order to secure
and protect our proprietary rights and to limit access to, and
disclosure of, our proprietary information.
We own, or have licensed, rights to trade names, trademarks,
domain names and service marks that we use in conjunction
with our operations and services. We have registered many of
our most important trademarks in the U.S. and in foreign
countries. For example, our primary “Nasdaq” mark is a
registered trademark that we actively seek to protect in the
U.S. and in ov er 50 other jurisdictions worldwide.
Over time, we have accumulated a robust portfolio of issued
patents in the U.S. and in many other jurisdictions across the
world. We currently hold rights to patents relating to certain
aspects of our products, systems, software and services, but
we primarily rely on the innovative skills, technical
competence and marketing abilities of our personnel. No
single patent is in itself core to the operations of Nasdaq or
any of its principal business areas.

CORPORATE VENTURE PROGRAM
We operate a corporate venture program to make minority
investments primarily in emerging growth FinTech
companies that are strategically relevant to, and aligned with,
Nasdaq. Investments are made through the venture program
to further our research and development efforts and
accelerate the path to commercial viability. We expect that
capital invested will continue to be modest and will not have
a material impact on our consolidated financial statements,
existing capital return or deployment priorities. Since its
inception in 2017, our venture program has grown in size and
has invested in companies covering various sectors, including
data, analytics and workflow technologies, blockchain and
digital assets, market infrastructure, anti-financial crime, new
marketplaces and enabling technologie s. As of December 31,
2025 , our investments, which primarily include equity and
convertible debt investments, were valued at $257 million.

SUSTAINABILITY MATTERS
Nasdaq is committed to our long-term governance and
sustainability strategy, advocacy and oversight. We continue
to engage with internal and external stakeholders at all levels
regarding sustainability matters. During 2025, we continued
our corporate, community and commercial sustainability
efforts, including furthering our commitment to climate and
weather-related risk awareness, reducing our environmental
impact, building a workplace culture of inclusivity and
evolving our portfolio of sustainability-related solutions and
services.

10

The Nominating & Governance Committee has formal
responsibility and oversight for corporate sustainability
policies and programs and receives regular reports on key
sustainability matters and initiatives. Our Corporate
Sustainability Steering Committee serves as the central
coordinating body for our sustainability strategy; it is co-
chaired by executive leaders and comprised of a cross-
functional group of Nasdaq senior executives.
We continue to be committed to our decarbonization and
climate strategy. We are working towards our short- and
long-term net-zero science-based targets, which were
originally set and validated by the Science Based Targets
initiative in 2022, and updated and validated in 2025 to
reflect Nasdaq's 2023 acquisition of Adenza and the
integration of Adenza's operations into Nasdaq's
environmental program and climate strategy. In 2025, we
were named a CDP A List company for our environmental
programs and transparency. In addition, Nasdaq maintained
industry leading scores from ESG rating agencies, including
a rating of “AA,” from MSCI placing Nasdaq in MSCI’s
“Leaders” category.
Our environmental footprint is relatively small due to the
nature of our business operations. We remain committed to
reducing our environmental impact, focusing on several key
areas, including our energy use, the management of our
workspaces and how we conduct business travel, and
engagement with our value chain. We seek to reduce our
atmospheric carbon emissions and we manage our water use
and the waste associated with our business operations.
We help companies of all maturity levels through our robust
combination of technology, tools, data, insights and capital
market solutions.
Our sustainability-focused solutions are centered around
three strategic pillars to meet our client’s needs in a rapidly
evolving market:
• Regulatory and climate focused Workflows: A powerful,
built-for-purpose sustainability data management platform
with user-friendly workflows for regulation and climate
strategy needs.
• AI-powered Insights: Proprietary insights powered by
trusted data sources and generative AI to provide our users
with a better lens to make faster sustainability decisions.
• In-house Expertise: In-house sustainability expertise
combined with technology to provide full-service support
to organizations navigating global compliance
requirements, while also monitoring the capital markets.
During 2025, we maintained and enhanced our portfolio of
sustainability services and solutions for our clients and
stakeholders.
In 2025, we again requested our existing leading suppliers by
spend to attest to our Supplier Code of Ethics. The Supplier
Code of Ethics, which is available on our website,
encourages our suppliers and vendors to adopt sustainability
and environmental practices in line with our published
Environmental Practices Statement. Additionally, our new
suppliers are required to attest to the Supplier Code of Ethics
in connection with the commencement of their engagement.

REGULATION
We are subject to extensive regulation in the U.S., Canada
and Europe.

U.S. Regulation
U.S. federal securities laws establish a system of cooperative
regulation of securities markets, market participants and
listed companies. SROs conduct the day-to-day
administration and regulation of the nation’s securities
markets under the close supervision of, and subject to
extensive regulation, oversight and enforcement by, the SEC.
SROs, such as national securities exchanges, are registered
with the SEC.
This regulatory framework applies to our U.S. business in the
following ways:
National Securities Exchanges. SROs in the securities
industry are an essential component of the regulatory scheme
of the Exchange Act responsible for providing fair and
orderly markets and protecting investors. The Exchange Act
and the rules thereunder, as well as each SRO’s own rules,
impose many regulatory and operational responsibilities on
SROs, including the day-to-day responsibilities for market
and broker-dealer oversight. Moreover, an SRO is
responsible for enforcing compliance by its members, and
persons associated with its members, with the provisions of
the Exchange Act, the rules and regulations thereunder, and
the rules of the SRO, including rules and regulations
governing the business conduct of its members.
Nasdaq currently operates three cash equity, six options
markets and one corporate bond market in the U.S. We
operate The Nasdaq Stock Market, The Nasdaq Options
Market and the Corporate Bond Market pursuant to The
Nasdaq Stock Market’s SRO license; Nasdaq BX and Nasdaq
BX Options pursuant to Nasdaq BX’s SRO license; Nasdaq
PSX and Nasdaq PHLX pursuant to Nasdaq PHLX’s SRO
license; and Nasdaq ISE, Nasdaq GEMX and Nasdaq MRX,
each of which operates an options market under its own SRO
license. As SROs, each entity has separate rules pertaining to
its broker-dealer members and listed companies, as
applicable. Broker-dealers that choose to become members of
our exchanges are subject to the rules of those exchanges.
All of our U.S. national securities exchanges are subject to
SEC oversight, as prescribed by the Exchange Act, including
periodic and special examinations by the SEC. Our
exchanges also are potentially subject to regulatory or legal
action by the SEC at any time in connection with alleged
regulatory violations. We have been subject to a number of

11

routine reviews and inspections by the SEC or external
auditors in the ordinary course, and we have been and may in
the future be subject to SEC enforcement proceedings. To the
extent such actions or reviews and inspections result in
regulatory or other changes, we may be required to modify
the manner in which we conduct our business, which may
adversely affect our business, operating results and financial
condition.
Section 19 of the Exchange Act provides that our exchanges
must submit to the SEC proposed changes to any of the
SROs’ rules, practices and procedures, including revisions to
provisions of our certificate of incorporation and by-laws that
constitute SRO rules. The SEC will typically publish such
proposed changes for public comment, after which the SEC
may approve or disapprove the proposal, as it deems
appropriate. SEC approval requires a finding by the SEC that
the proposal is consistent with the requirements of the
Exchange Act and the rules and regulations thereunder.
Pursuant to the requirements of the Exchange Act, our
exchanges must file with and seek approval from the SEC
for, among other things, all proposals to change their pricing
structure.
Nasdaq conducts real-time market monitoring, certain equity
surveillance not involving cross-market activity, most options
surveillance, rulemaking, enforcement and membership
functions through our Nasdaq Regulation department. We
review suspicious trading behavior discovered by our
regulatory staff, and depending on the nature of the activity,
may refer the activity to FINRA for further investigation.
Pursuant to regulatory services agreements between FINRA
and our SROs, FINRA provides certain regulatory services to
our markets, including some regulation of trading activity
and surveillance and investigative functions. Our SROs retain
ultimate regulatory responsibility for all regulatory activities
performed under regulatory agreements by FINRA, and for
fulfilling all regulatory obligations for which FINRA does
not have responsibility under the regulatory services
agreements.
In addition to its other SRO responsibilities, The Nasdaq
Stock Market, as a listing market, also is responsible for
overseeing each listed company’s compliance with The
Nasdaq Stock Market’s financial and corporate governance
standards. Our listing qualifications department evaluates
applications submitted by issuers seeking to list their
securities on The Nasdaq Stock Market to determine whether
the quantitative and qualitative listing standards have been
satisfied. Once securities are listed, the listing qualifications
department monitors each issuer’s on-going compliance with
The Nasdaq Stock Market’s continued listing standards.
Broker-dealer regulation. Nasdaq’s broker-dealer
subsidiaries are subject to regulation by the SEC, the SROs
and various state securities regulators. Nasdaq operates three
broker-dealers: Nasdaq Execution Services, LLC, NFSTX,
LLC, and Nasdaq Capital Markets Advisory LLC. Each
broker-dealer is registered with the SEC, a member of
FINRA and registered in the U.S. states and territories
required by the operation of its business. In addition, we own
a minority interest in The NASDAQ Private Market, LLC.
Nasdaq Execution Services operates as our routing broker for
sending orders from Nasdaq ’ s U.S. cash equity and options
exchanges to other venues for execution. NFSTX is a
registered ATS and acts as an intermediary to facilitate
secondary transactions in certain funds (both registered or not
registered under the Investment Company Act of 1940),
business development companies, certain closed-end funds
and private real estate investment funds. Nasdaq Capital
Markets Advisory, or NCMA, is the distributor of product
and strategy reports for its affiliate, Nasdaq Fund Network.
Nasdaq Fund Network provides a comprehensive pricing,
data, and analytics platform for investment products and
provides coverage of unit investments trusts in product and
strategy reports available to financial professionals and
investors. NCMA submits product and strategy reports to
FINRA’s advertising review department prior to distribution.
NCMA is also the distributor of investment strategy literature
and research reports generated by its affiliate, Nasdaq Dorsey
Wright, or NDW. It performs such functions pursuant to
distribution/selling agreements. NDW is a Registered
Investment Advisor that provides U.S. advisors proprietary
investment strategies and research information. Members of
the NDW sales team are registered with NCMA. This allows
them to market and sell the suite of Dorsey Wright powered
ETPs, along with designated additional ETPs tracking
Nasdaq index-linked strategies, to U.S. based advisors and
receive bonus compensation tied to the growth of those
ETPs. The sales team also sells Nasdaq index-linked ETPs to
institutional investors (such as pensions, endowments, and
foundations) and facilitates seeding for newly launched
Nasdaq index-linked ETPs and receives bonus compensation
tied to revenue generated for Nasdaq from such activities.
Neither NCMA nor NDW offer investment advice to clients.
However, the research arm of NDW has research subscribers.
The research tools are offered to assist financial advisors with
managing their client portfolios and are not deemed
investment advice.
The SEC, FINRA and SROs adopt, and require strict
compliance with, rules and regulations applicable to broker-
dealers. The SEC, SROs and state securities commissions
may conduct administrative proceedings which can result in
censures, fines, the issuance of cease-and-desist orders or the
suspension or expulsion of a broker-dealer, its officers or
employees. The SEC and state regulators may also institute
proceedings against broker-dealers seeking an injunction or
other sanction. All broker-dealers have an SRO that is
assigned by the SEC as the broker-dealer’s Designated
Examining Authority. The Designated Examining Authority
is responsible for examining a broker-dealer for compliance
with the SEC’s financial responsibility rules. FINRA is the
current Designated Examining Authority for each of our
broker-dealer subsidiaries.
Our registered broker-dealers are subject to regulatory
requirements intended to ensure their general financial
soundness and liquidity, which require that they comply with

12

certain minimum capital requirements. As of December 31,
2025, each of our broker-dealers were in compliance with
applicable capital requirements.
Regulatory contractual relationships with FINRA. Our SROs
have signed a series of regulatory service agreements
covering the services FINRA provides to the respective
SROs. Under these agreements, FINRA personnel act as our
agents in performing the regulatory functions outlined above,
and FINRA bills us a fee for these services. These
agreements ensure that the markets for which we are
responsible are properly regulated. In conjunction with these
agreements, we also perform certain of these functions
ourselves. In addition, our SROs retain ultimate regulatory
responsibility for all regulatory activities performed under
these agreements by FINRA.
Exchange Act Rule 17d-2 permits SROs to enter into
agreements, commonly called Rule 17d-2 agreements,
approved by the SEC with respect to enforcement of common
rules relating to common members. Our SROs have entered
into several such agreements under which FINRA assumes
regulatory responsibility for various rules or areas covered by
agreements.
Regulation NMS and Options Intermarket Linkage Plan. We
are subject to Regulation NMS for our cash equity markets,
and our options markets have joined the Options Intermarket
Linkage Plan. These are designed to facilitate the routing of
orders among exchanges to create a national market system
as mandated by the Exchange Act. One of the principal
purposes of a national market system is to ensure that brokers
may execute investors’ orders at the best market price. Both
Regulation NMS and the Options Intermarket Linkage Plan
require that exchanges avoid trade-throughs, locking or
crossing of markets and provide market participants with
electronic access to the best prices among the markets for the
applicable cash equity or options order.
In addition, Regulation NMS requires that every national
securities exchange on which an NMS stock is traded and
every national securities association act jointly pursuant to
one or more national market system plans to disseminate
consolidated information, including a national best bid and
national best offer, on quotations for transactions in NMS
stocks, and that such plan or plans provide for the
dissemination of all consolidated information for an
individual NMS stock through a single plan processor.
The UTP Plan was filed with and approved by the SEC as a
national market system plan in accordance with the Exchange
Act and Regulation NMS to provide for the collection,
consolidation and dissemination of such information for
Nasdaq-listed securities. The Nasdaq Stock Market serves as
the processor for the UTP Plan pursuant to a contract through
October 2029. The Nasdaq Stock Market also serves as the
administrator for the UTP Plan. To fulfill its obligations as
the processor, The Nasdaq Stock Market has designed,
implemented, maintained, and operated a data processing and
communications system, hardware, software and
communications infrastructure to provide processing for the
UTP Plan. As the administrator, The Nasdaq Stock Market
manages the distribution of market data, the collection of the
resulting market data revenue, and the dissemination of that
revenue to plan members in accordance with the terms of the
UTP Plan and of Regulation NMS.
Regulation SCI. Regulation SCI is a set of rules designed to
strengthen the technology infrastructure of the U.S. securities
markets. Regulation SCI applies to national securities
exchanges, operators of certain ATSs, market data
information providers and clearing agencies, subjecting these
entities to extensive compliance obligations, with the goals of
reducing the occurrence of technical issues that disrupt the
securities markets and improving recovery time when
disruptions occur. We implemented an inter-disciplinary
program to ensure compliance with Regulation SCI. We have
also created Regulation SCI policies and procedures, updated
internal policies and procedures, and developed an
information technology governance program to ensure
compliance.
Regulation of Registered Investment Advisor Subsidiary. Our
subsidiary Nasdaq Dorsey Wright, or NDW, is an investment
advisor registered with the SEC under the Investment
Advisers Act of 1940. In this capacity, NDW is subject to
oversight and inspections by the SEC. Among other things,
registered investment advisors like NDW must comply with
certain disclosure obligations, advertising and fee restrictions
and requirements relating to client suitability and custody of
funds and securities. Registered investment advisors are also
subject to anti-fraud provisions under both federal and state
law.
CFTC Regulation. The Dodd-Frank Wall Street Reform and
Consumer Protection Act resulted in increased CFTC
regulation of our use of certain regulated derivatives
products, as well as the operations of some of our
subsidiaries outside the U.S. and their customers.

Canadian Regulation
Regulation of Nasdaq Canada is performed by the Canadian
Securities Administrators, an umbrella organization of
Canada’s provincial and territorial securities regulators. As a
recognized exchange in Ontario, Nasdaq Canada must
comply with the terms and conditions of its exchange
recognition order. While exempt from exchange recognition
in each jurisdiction in Canada other than Ontario where
Nasdaq Canada carries on business, Nasdaq must also
comply with the terms and conditions of an exemption order
granted by the other jurisdictions in order to maintain its
exemptive status. Oversight of the exchange is performed by
Nasdaq Canada’s lead regulator, the Ontario Securities
Commission.
Nasdaq Canada is subject to several national marketplace
related instruments which set out requirements for
marketplace operations, trading rules and managing
electronic trading risk. Exchange terms and conditions
include but are not limited to, requirements for governance,
regulation, rules and rulemaking, fair access, conflict
management and financial viability.

13

European Regulation
Regulation of our markets in the European Union and the
European Economic Area focuses on matters relating to
financial services, listing and trading of securities, clearing
and settlement of securities and commodities, as well as
issues related to market abuse.
We are subject to MiFID II and MiFIR, the European
Union’s Market Abuse Regulation, which primarily affects
our European trading businesses. Many of the provisions of
MiFID II and MiFIR are implemented through technical
standards drafted by the European Securities and Markets
Authority and approved by the European Commission. In
addition, in 2016, the European Union adopted legislation on
governance and control of the production and use of
benchmark indices. The Benchmarks Regulation became
effective in the European Union beginning in 2018, and
Nasdaq was required to comply as of January 1, 2026 in
relation to benchmarks provided by non-European Nasdaq
entities as well as European Nasdaq entities to the extent
these benchmarks fall within the scope of the Benchmarks
Regulation. As the regulatory environment continues to
evolve and related opportunities arise, we intend to continue
developing our products and services to ensure that the
exchanges and clearinghouse that comprise Nasdaq Nordic
and Nasdaq Baltic maintain favorable liquidity and offer fair
and efficient trading.
In addition, proposed rules under MiFID II and MiFIR rules
include provisions potentially impacting various parts of
Nasdaq ’ s exchanges and data business, including a proposal
to establish a European consolidated tape of pre- and/or post-
trade data.
We are also subject to the Digital Operational Resilience Act,
or DORA. The act applies directly to our European regulated
entities, as well as indirectly to our provision of information
and communications technology services to other European
regulated entities subject to DORA. DORA includes
requirements on risk management procedures, requirements
for procuring information and communication technology
services, and ongoing processes to monitor compliance
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations. As a
result, we have a strong local presence in each jurisdiction in
which we operate regulated businesses. The regulated entities
have decision-making power and can adopt policies and
procedures and retain resources to manage all operations
subject to their license. In Sweden, general supervision of the
Nasdaq Stockholm exchange is carried out by the SFSA,
while Nasdaq Clearing’s role as CCP in the clearing of
derivatives is supervised by the SFSA and overseen by the
Swedish central bank. Additionally, as a function of the
Swedish two-tier supervisory model, certain surveillance of
the exchange market is carried out by the Nasdaq Stockholm
exchange through its surveillance function.
Nasdaq Stockholm’s exchange activities are regulated
primarily by the SSMA, which implements MiFID II into
Swedish law and which sets up basic requirements for the
board of directors of the exchange and the exchange ’ s share
capital, and which also outlines the conditions on which
exchange licenses are issued. The SSMA also provides that
any changes to the exchange’s articles of association
following initial registration must be approved by the SFSA.
Nasdaq Clearing holds the license as a CCP under EMIR.
The SSMA requires exchanges to conduct their activities in
an honest, fair and professional manner, and in such a way as
to maintain public confidence in the securities markets. When
operating a regulated market, an exchange must apply the
principles of free access (i.e., that each person which meets
the requirements established by law and by the exchange may
participate in trading), neutrality (i.e., that the exchange’s
rules for the regulated market are applied in a consistent
manner to all those who participate in trading) and
transparency (i.e., that the participants must be given prompt,
simultaneous and correct information concerning trading and
that the general public must be given the opportunity to
access this information). Additionally, the exchange operator
must identify and manage the risks that may arise in its
operations, use secure technical systems and identify and
handle the conflicts of interest that may arise between the
exchange or its owners’ interests and the interest in
safeguarding effective risk management and secure technical
systems. Similar requirements are set up by EMIR in relation
to clearing operations.
The SSMA also contains the framework for both the SFSA’s
supervisory work in relation to exchanges and clearinghouses
and the surveillance to be carried out by the exchanges
themselves. The latter includes the requirement that an
exchange should have “an independent surveillance function
with sufficient resources and powers to meet the exchange’s
obligations.” That requires the exchange to, among other
things, supervise trading and price information, compliance
with laws, regulations and good market practice, participant
compliance with trading participation rules, financial
instrument compliance with relevant listing rules and the
extent to which issuers meet their obligation to submit
regular financial information to relevant authorities.
Due to the underlying EU regulation, the regulatory
requirements in the other Nordic and Baltic countries in
which a Nasdaq entity has a trading venue are similar to the
requirements in Sweden described above. The supervisory
authorities in Sweden, Iceland, Denmark, Finland and
Norway all cooperate to safeguard effective and
comprehensive supervision of the exchanges comprising
Nasdaq Nordic and the systems operated by it, and to ensure
a common supervisory approach.

14

Nasdaq owns a central securities depository known as
Nasdaq CSD SE (Societas Europaea)¸ that provides notary,
settlement, central maintenance and other services in the
Baltic countries and in Iceland. Nasdaq CSD SE is licensed
under the European Central Securities Depositories
Regulation and is supervised by the respective regulatory
institutions.
We operate a licensed exchange, Nasdaq Oslo ASA, in
Norway that trades and lists commodity derivatives.
Although Norway is not a member of the EU, as a result of
the European Economic Area, or EEA, agreement (entered
into between the EU and European Free Trade Association)
the regulatory environment is broadly similar to what applies
in EU member states. Since Norway has adopted legislation
mirroring the provisions of MiFID II and MIFIR, the
regulatory environment in Norway is similar to Sweden. The
Financial Supervisory Authority of Norway supervises the
Norwegian exchange on an autonomous basis and the
Norwegian exchange also has a separate market surveillance
function overseen by the Financial Supervisory Authority.
Following the sale and migration of the commodity
derivatives business to Cassa Di Compensazione e Garanzia
S.p.A. (Euronext Clearing), Nasdaq Oslo ASA is planning to
wind down and cease operations in the second half of 2026.
Once operations have ceased, the relevant licenses of Nasdaq
Oslo ASA will be returned.
Confidence in capital markets is paramount for trading to
function properly. Nasdaq Nordic carries out market
surveillance through an independent unit that is separate from
the business operations. The surveillance work is
conceptually organized into two functions: one for the review
and admission of listing applications and surveillance
activities related to issuers (issuer surveillance) and one for
surveillance of trading (trading surveillance). The real-time
trading surveillance for the Finnish, Icelandic, Danish and
Swedish markets has been centralized in Stockholm. In
addition, there are designated personnel who carry out
surveillance activities at Nasdaq Oslo and the three Baltic
exchanges. In Finland, Sweden and Estonia, decisions to list
new companies on the main market are made by listing
committees that have external members in addition to
members from each respective exchange and in the other
countries the decision is made either by the respective
president of the exchange or by the executive board.
If there is suspicion that a listed company or member has
acted in breach of exchange regulations, the matter is handled
by the respective surveillance department. Serious breaches
are considered by the respective disciplinary committee in
Denmark, Finland, Iceland, Sweden and Norway. Suspected
insider trading is reported to the appropriate authorities in the
respective country.
In the United Kingdom, The Nasdaq Stock Market, Nasdaq
Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,
and Nasdaq Helsinki Ltd are each subject to regulation by the
Financial Conduct Authority as “Recognised Overseas
Investment Exchanges.” Nasdaq Clearing is registered as a
recognized third country CCP with the Bank of England
under the temporary recognition regime. The registration
became effective on December 31, 2020 and lasts until
December 31, 2026 (which may be extended further), during
which time Nasdaq Clearing may continue to act as a CCP
vis-a-vis UK members. Nasdaq Clearing has submitted its
application for permanent recognition and is awaiting further
information as to the process and timeline from the Bank of
England.

HUMAN CAPITAL MANAGEMENT
Nasdaq has continued to strengthen our commitment to, and
investment in, attracting, retaining, developing and
motivating our employees during 2025.
We also continued our efforts to create an inclusive work
environment of equal opportunity, where employees feel
respected and valued for their contributions, and where
Nasdaq and its employees have opportunities to make
positive contributions to our local communities.
Additional information regarding our human capital
management matters can be found in our annual
Sustainability Report, which will be available on our website
later in 2026. Our Sustainability Report and other
information on our website are not incorporated by reference
into this Annual Report on Form 10-K.
As of December 31, 2025, Nasdaq had 9,525 full and part-
time employees, including employees of non-wholly owned
consolidated subsidiaries.
Flexible and Hybrid Workplace
The majority of our employees balance their time between
several days in the office and several days working from
home, contributing to a positive work-life balance. In
addition to vacation time, we provide every employee six
paid “flex” days per year, to be used as extra vacation days
for mental health, family time, or any other purpose. We have
found this flexibility has contributed both to our high
engagement scores among current employees, as well as a
positive element in attracting new talent to join Nasdaq.
Talent Management and Development
We continued to increase our efforts in attracting and
retaining our employees. Nasdaq seeks to hire world-class
and innovative talent across the globe.

15

In 2025, our internal employee engagement score, based on
our biannual employee engagement surveys, which most
recently had a 94% pa rticipation rate, reached its record high
rating of 81% favorable, with 14 % neutral, placing us in the
top 10% of tech companies, according to our survey provider.
Our workforce voluntary attrition rate during 2025 was
approximately 5.6%, which was nearly one percentage point
lower than 2024.
We expanded our leadership development offerings in 2025,
launching the “Elevate: Empowering Leaders. Driving
Impact” strategy and piloting new programs for aspiring and
current managers across multiple regions. Our formal
leadership curriculum was complemented by peer coaching
circles, executive coaching, and the continued Manager
Forum series, facilitated by our Chair and CEO and other
senior leaders. In June 2025, we launched the “Accelerating
Manager Potential” program to drive management excellence
throughout our leadership ranks. More than half of all
managers attended the program in 2025, with the remainder
expected to complete the program in the first half of 2026 .
Nasdaq accelerated its adoption of AI and digital tools in
2025. We facilitated workshops, piloted AI-powered agent
solutions, and established our “AI Champions” community.
These efforts further embedded digital skills into our culture
and operations, with a significant portion of employees
participating in AI training and enablement programs.
We maintained our commitment to professional development
by offering access to a wide range of learning opportunities,
including access to multiple eLearning platforms, tuition
assistance, external training sponsorship and mentoring
programs. Our AI-driven Career Hub continued to match
employees to internal training, mentors, projects, and roles,
supporting career satisfaction and internal mobility.
To reward our employees at various stages of their tenure
with Nasdaq, we continued our anniversary recognition
program that, for major milestones, recognition on our
Nasdaq Tower in Times Square. Additionally, our peer-to-
peer employee recognition program rewards employees and
highlights recognized employees on our internal social media
channels, further amplifying the recognition.
Our Employee Culture
At Nasdaq, three pillars guide our employee culture:
Employee Experience, Cultural Alignment, and Business
Integration.
• Employee Experience : We strive to ensure every team
member has access to tools, support, and development so
they can perform at their best. Our focus is on creating a
consistent experience rooted in transparency and opportunity.
• Cultural Alignment : We reinforce the shared values and
behaviors that define how we work, lead, and grow together.
These values are built into how we hire, recognize
contributions, and support one another, fostering a respectful,
collaborative environment.
• Business Integration : We embed inclusive practices into our
everyday operations—from how we make decisions to how
we manage talent. By focusing on objectivity and fairness,
we aim to drive impact at scale while upholding the highest
standards of compliance and integrity.
Workplace Demographics
Our global female employee base in 2025 was approximately
36%. Our minority representation in the U.S., which includes
Asian, Black/African American, Hispanic/Latino,
Multiracial, Native American, Native Hawaiian, and Pacific
Islander employees, was approximately 33% in 2025.
Gender and Ethnicity Data as of December 31, 2025 are
presented below :

* In the chart above, the Not disclosed percentage includes
employees that have chosen not to disclose and race and
ethnicities that are less than 1.0% of our total employee
headcount.

16

Compensation and Benefits
Our Total Rewards program is designed to attract, retain, and
empower employees to successfully execute our growth
strategy and our mission to better serve our clients. Our
comprehensive Total Rewards program reflects our
commitment to protecting our employees’ health, well-being
and financial security.
Our pay-for-performance compensation programs includes
market-competitive base salaries, annual bonuses or sales
commissions, and equity grants. The majority of our
employees are granted annual, long-term equity awards,
enabling them to be owners of the company, committed to
our long-term success and aligning their interests with the
short-term and long-term interests of our shareholders.
Beyond compensation, we offer a suite of programs, benefits,
perquisites, and resources. Our core benefits include health
(medical, dental, and vision) and risk insurances (life and
disability), retirement plans, and an employee stock purchase
plan. We also offer robust paid time-off benefits which
include vacation, incidental sick days and parental leave. In
addition, all Nasdaq employees, regardless of their location in
any of our global offices, are offered paid time off for key
life events such as bereavement leave and volunteer days.
Our North American employees continue to have access to
our flexible time off policy. These programs, coupled with
our hybrid work schedules, are designed to meet the various
needs of our workforce.
In 2025, we continued to build awareness of our wellness
programs and increase support to our employees through on-
site and virtual events and the launch of Lyra Health, our new
mental health and wellbeing provider. The launch of Lyra
Health provided employees with a number or mental health
workshops and resources. The benefits team also continued
providing “well-being moments,” which are monthly
reminders shared in employee newsletters and town hall
meetings to improve the physical, mental and financial health
of our employees in their personal and professional life.
Community Involvement
Nasdaq’s “Purpose” initiative comprises our philanthropic,
community outreach, entrepreneurial support and employee
volunteerism programs, all designed to leverage our unique
place at the center of capital creation, markets, and
technology and drive stronger economies, more equitable
opportunities and contribute to a more sustainable world. 
Through our Purpose@Work Corporate Responsibility
Program, we have committed to supporting the communities
in which we live and work by providing eligible full and part-
time employees with two paid days off per year to volunteer.
We also match charitable donations of all Nasdaq employees
and contractors up to $1,000, or more in certain
circumstances, per calendar year. In 2025, Nasdaq employees
raised over $580,000, including donations and matches,
supporting more than 800 charities worldwide. 
During 2025, Nasdaq held its inaugural “Nasdaq Month of
Impact: Empowering Purpose, Strengthening Communities.”
As part of our commitment to driving economic progress,
Nasdaq’s Month of Impact is our way of celebrating and
observing Financial Literacy Awareness Month and Global
Volunteer Month. Combining the core focus areas of
enhancing financial literacy and promoting global
volunteerism enables Nasdaq to create a more significant and
positive impact within our communities.
Additionally, Nasdaq also hosted its third annual Economic
Opportunity Summit, focusing on the theme “Driving
Purposeful Growth,” which convened industry leaders,
researchers, and change-makers to explore how we can
expand access to opportunity, revitalize communities, and
build a more prosperous future for all.
During 2025, the Nasdaq Foundation provided grant s to 20
organizations that share our same mission. These grants were
awarded to, among others: Restore NYC, whose
entrepreneurship services support survivors of trafficking in
exploring business ownership as a pathway to economic
independence; The Center on Rural Innovation, which will
help rural entrepreneurs build, test, and implement AI-driven
solutions for their startups; and Maryland Philanthropy
Network, in partnership with Community Wealth Builders,
whose innovative financial empowerment program will
empower the local Baltimore community.

NASDAQ WEBSITE AND AVAILABILITY OF SEC
FILINGS
We file periodic reports, proxy statements and other
information with the SEC. The SEC maintains a website that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
SEC. The address of that site is www.sec.gov.
Our website is nasdaq.com and our Investor Relations
website is ir.nasdaq.com. Information on these websites are
not a part of this Form 10-K. In addition to these websites,
we use social media to communicate to the public. We
encourage investors and others interested in Nasdaq to review
the information we post on social media channels, as we may
use our Investor Relations website and these other channels
as means of disclosing material information in compliance
with Regulation FD. We make available free of charge on our
website, or provide a link to our SEC filings, including our
Forms 10-K, Forms 10-Q and Forms 8-K and any
amendments to these documents, that are filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as
soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC. To access these
filings, go to our website and click on “Financials” then click
on “SEC Filings. ”

17

Item 1A. Risk Factors
The risks and uncertainties described below are not the only
ones facing us. Additional risks and uncertainties not
presently known to us or that we currently believe to be
immaterial may also adversely affect our business. If any of
the following risks actually occur, our business, financial
condition, or operating results could be adversely affected.

RISKS RELATED TO OUR BUSINESS AND
INDUSTRY
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 or regulatory changes 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 2025 as compared to 2024, 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, financial technology solutions 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 as well as from
numerous financial services and technology companies for
our Capital Access Platforms and Financial Technology
products and services. This competition includes both
product and price competition. Our proposed new offerings
to compete in this evolving market, including for the trading
of tokenized equity securities and ETPs and the extension of
trading hours, may not be successful.
The modernization 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.
Changes introduced to Nasdaq's products and services to
compete effectively may be unsuccessful.

18

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.
We also compete globally with other regulated exchanges
and markets, ATSs, MTFs and other traditional and non-
traditional execution venues. Some of these competitors also
are our customers. Competitors may develop market trading
platforms that are more competitive than ours. Competitors
may leverage data more effectively or enter into strategic
partnerships, mergers or acquisitions that could make their
trading, listings, clearing, data or technology businesses more
competitive than ours.
We face intense price competition in all areas of our
business. In particular, the trading industry is characterized
by price competition. We have in the past lowered prices, and
in the U.S., increased rebates for trade executions to attempt
to gain or maintain market share. These strategies have not
always been successful and have at times hurt operating
performance. Additionally, we have also been, and may once
again be, required to adjust pricing to respond to actions by
competitors and new entrants, or due to new SEC regulations,
which could adversely impact operating results. We also
compete with respect to the pricing of data products and with
respect to products for pre-trade book data and for post-trade
last sale data.
If we are unable to compete successfully in the industries in
which we do business, our business, financial condition and
operating results will be adversely affected.
System limitations or failures could harm our business.
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, including to our exchanges, lower trading
volumes or values, financial losses, decreased customer
satisfaction, litigation and regulatory sanctions. Our products,
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 maintain multiple computer facilities, and
l everage 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 technology and communication system
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 issue that causes an interruption in
services, including to our exchanges; 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, including,
for example, expanded trading hours on our exchanges. 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. 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.

19

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,
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. During periods of war or global geopolitical
uncertainty, cyber threats may increase from foreign
governments or hacktivists to our exchange infrastructure and
offerings, and to our vendors and international employees.
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 IP 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. A system breach may go undetected for an
extended period of time. There can be no assurance we will
be able to identify and mitigate every incident involving
cybersecurity attacks, breaches or incidents.
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.

20

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,
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 emerging technology and
customer preferences, such as trading and settlement of
tokenized equity securities and ETP's or extended trading
hours on our exchanges, o r any significant delays in product
development efforts, could have a material adverse effect on
our business, financial condition and operating results .
Our AI initiatives 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 and agentic AI, to,
among other things, develop new products or features for our
existing products, including our anti-financial crime, equity
trading, investor relations, financial reporting, and investment
analytic s solutions, and to enhance and refine our internal
business operations. As generative and agentic AI are new
and evolving technologies in the early stages of commercial
use, there are significant risks involved in the development
and deployment of these technologies, and there can be no
assurance that the use of AI will enhance our products or
services or improve our business or operating results. Market
acceptance of generative and agentic AI technologies is
evolving, 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, autonomous decision-making
or action, IP infringement, the ability to obtain IP protection,
misappropriation or leakage of IP, defamation, data privacy,
and cybersecurity, among others. As we integrate third-party
AI models into our product initiatives and offerings, we face
risks in how such third-party AI models were developed and
deployed, including situations in which the third-party may
lack a proper license or consent for the training data used for
their model, or used insufficient safeguards regarding
harmful content, accuracy, bias or other variables of the data.
The use and availability of third-party AI models in our
solutions may give rise to legal liability, including IP
infringement claims. 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, including third-party AI models used in our
products or solutions, 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, technology
personnel and global talent, including from companies that
we acquire, will be dependent on a number of factors,
including prevailing market conditions, changes in
immigration policy and laws, regulations regarding employee
mobility and international travel, 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.

21

We are exposed to credit, liquidity and counterparty risks
from our clearinghouse operations and third-party
relationships that could adversely affect our financial
position and results of operations.
Our clearinghouse operations expose us to counterparty and
liquidity risks, including potential defaults by clearing
members and insufficiencies in margins or default funds. We
guarantee cleared contracts and assume counterparty risk for
all transactions cleared through Nasdaq Clearing, including
equity-related and fixed-income derivatives, commodities,
and repurchase agreements. While we enforce minimum
financial criteria for clearing membership eligibility, require
members and investors to provide collateral, and maintain
established risk policies and clearing capital resources, these
measures do not provide absolute assurance against defaults
by our counterparties or financial losses, or that collateral
provided is sufficient at all times.
Additionally, we face credit risk from customers,
counterparties, clearing agents, and transaction and
subscription-based revenues billed in arrears, as these parties
may default due to bankruptcy, lack of liquidity, operational
failure, or other reasons.
The financial distress or failure of counterparties could result
in negative financial impact, reputational harm, regulatory
consequences, litigation or regulatory enforcement actions.
Credit losses such as those described above could adversely
affect our consolidated financial position and results of
operations.
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, either due to market factors or our
listing standard changes, 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 delisting s, 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. 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.

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