NASDAQ, INC. (NDAQ) Business

Item 1. Business

OVERVIEW

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 One 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.

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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 Market.

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:

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

billion in assets tracking the indices as of December 31,

2025, or 73% of total AUM.

We provide index data products based on Nasdaq indices.

Index data products include our Global Index Data Service,

which delivers real-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.

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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 liquidity, 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. Through our Financial Technology

solutions, we power more than 135 marketplaces (including

19 owned and operated by Nasdaq) and regulators, in more

than 55 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 currencies.

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.

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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.

Calypso is a leading cloud-enabled platform providing 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.

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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 6,000 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.

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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 in

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.

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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

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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 over 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 technologies. 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.

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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

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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.

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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% participation 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 grants 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.”