FULLTEXT DEL 1 AV 4
10-K – 2026-02-12 – ndaq-20251231.htm
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2023-01-01 2023-12-31 0001120193 us-gaap:OtherRestructuringMember 2025-01-01 2025-12-31 0001120193 us-gaap:OtherRestructuringMember 2024-01-01 2024-12-31 0001120193 us-gaap:OtherRestructuringMember 2023-01-01 2023-12-31 0001120193 ndaq:DivisionalRealignmentMember 2025-12-31 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. 22