NASDAQ, INC. (NDAQ) Risk Factors

Verbatim Item 1A Risk Factors from NASDAQ, INC.'s latest 10-K. Filing date: 2026-02-12. Accession: 0001628280-26-007703.

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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.

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

leverage third party cloud providers, that are designed to

provide redundancy and back-up to reduce the risk of system

disruptions and have facilities in place that are expected to

maintain service during a system disruption, such systems

and facilities may prove inadequate. If trading volumes

increase unexpectedly or other unanticipated events occur,

we may need to expand and upgrade our technology,

transaction processing systems and network infrastructure.

We do not know whether we will be able to accurately

project the rate, timing or cost of any volume increases, or

expand and upgrade our systems and infrastructure to

accommodate any increases in a timely manner.

While we have programs in place to identify and minimize

our exposure to 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.

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.

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, or any significant delays in product

development efforts, could have a material adverse effect on

our business, financial condition and operating results.

Our AI initiatives 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

analytics 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.

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 delistings, could

negatively impact the growth of our revenues. Our corporate

solutions business is also impacted by declines in the listings

market or increases in acquisitions, privatizations or

bankruptcies as there may be fewer publicly-traded

customers that need our products.

RISKS RELATED TO TRANSACTIONAL

ACTIVITIES AND STRATEGIC RELATIONSHIPS

We may not be able to successfully integrate acquired

businesses, which may result in an inability to realize the

anticipated benefits of our acquisitions.

We must rationalize, coordinate and integrate the operations

of our acquired businesses. 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.

Foreign acquisitions, or acquisitions involving companies

with numerous foreign subsidiaries, involve risks in addition

to those mentioned above, including those related to

integration of operations across different cultures and

languages, our ability to enforce contracts in various

jurisdictions, currency risks and the particular economic,

political and regulatory risks associated with specific

countries. We may not be able to address these risks

successfully, or at all, without incurring significant costs,

delays or other operating problems that could disrupt our

business and have a material adverse effect on our financial

condition.

For these reasons, we may not achieve the anticipated

financial and strategic benefits from our acquisitions. Any

actual efficiencies and synergies may be lower than we

expect and may take a longer time to achieve than we

anticipate, and we may fail to realize the anticipated benefits

of acquisitions.

We rely on third parties to perform certain functions, and

our business could be adversely affected if these third

parties fail to perform as expected or experience service

interruptions affecting our operations.

We rely on third parties for regulatory, data center, cloud

computing, data storage and processing, connectivity, data

content, clearing, maintaining markets and exchange liquidity

and other services. Interruptions or delays in services from

our third-party providers could impair our services or their

delivery and harm our business. Upon expiration or

termination of any of our agreements with third-party

vendors, we may not be able to replace the services provided

to us in a timely manner or on terms and conditions that are

favorable to us, and a transition from one vendor to another

vendor could be difficult or costly due to the complexity of

our operations.

Certain of our vendors may also be affected by the same

disruptions affecting us, further amplifying the impact of an

outage or service interruption on our offerings. To the extent

that any of our vendors or other third-party service providers

experience difficulties or a significant disruption, breach or

outage, materially changes their business relationship with us

or fails or delays for any reason to perform their obligations,

including due to geopolitical instability, our business or our

reputation may be materially adversely affected.

Our access to cloud service provider infrastructure could be

limited by a number of events, including technical or

infrastructure failures, natural disasters or cybersecurity

attacks. As we continue to grow our SaaS businesses, our

dependency on the continuing operation and availability of

these cloud service providers increases. If our cloud services

from third party providers are unavailable to us for any

reason, or there are cloud service disruptions or a delay or

inability to access our exchanges, platforms or certain of our

cloud products or features, such unavailability or delays may

adversely affect our clients, which could significantly impact

our reputation, operations, business, and financial results.

AWS operates a platform that we use to provide exchange

and other services to our clients, and therefore we are

vulnerable to service outages on the AWS platform that

affect Nasdaq workloads running or stored in the AWS

environment. While certain of our offerings were affected by

the AWS outage in October 2025, the outage did not affect

trading on our exchanges. If AWS does not deliver our

system requirements on time, fails to provide maintenance

and support to our specifications or a migration experiences

integration challenges, the successful migration of the

relevant workload to, or the availability of the relevant

service on, the AWS cloud platform may be significantly

delayed, which may adversely affect our reputation and

financial results.

We also rely on members of our trading community to

maintain markets and add liquidity. To the extent that any of

our largest members experience difficulties, materially

change their business relationship with us or are unable for

any reason to perform market-making activities, our business

or our reputation may be materially adversely affected.

We may be required to recognize impairments of our

goodwill, intangible assets or other long-lived assets in the

future.

Our business acquisitions typically result in the recording of

goodwill and intangible assets, and the recorded values of

those assets may become impaired in the future. As of

December 31, 2025, goodwill totaled $14.4 billion and

intangible assets, net of accumulated amortization, totaled

$6.5 billion. The determination of the value of such goodwill

and intangible assets requires management to make estimates

and assumptions that affect our consolidated financial

statements.

We assess goodwill and intangible assets, as well as other

long-lived assets, including equity method investments,

equity securities, and property and equipment, for potential

impairment on an annual basis or more frequently if

indicators of impairment arise. We estimate the fair value of

such assets by assessing many factors, including historical

performance and projected cash flows. Considerable

management judgment is necessary to project future cash

flows and evaluate the impact of expected operating and

macroeconomic changes on these cash flows. The estimates

and assumptions we use are consistent with our internal

planning process. However, there are inherent uncertainties

in these estimates.

We may experience future events that may result in asset

impairments. Future disruptions to our business, prolonged

economic weakness, due to pandemics or otherwise, or

significant declines in operating results at any of our

reporting units or businesses, may result in impairment

charges to goodwill, intangible assets or other long-lived

assets. A significant impairment charge in the future could

have a material adverse effect on our operating results.

Acquisitions, divestments, investments, joint ventures and

other transactional activities may require significant

resources and/or result in significant unanticipated losses,

costs or liabilities.

Over the past several years, acquisitions, have been, or could

be, significant factors in our growth. We have also divested

businesses and may continue to divest additional businesses

or assets in the future. Although we cannot predict our

transactional activities, we believe that additional

acquisitions, divestments, investments, joint ventures and

other transactional activities will be important to our strategy.

Such transactions may be material in size and scope. Our

competitors may have greater financial resources than we

have to pursue certain acquisitions.

We also invest in early-stage companies through our Nasdaq

Ventures program and hold minority interests in other

entities. We generally do not have operational control of

these entities and may have limited visibility into risk

management practices. We may be subject to financial and

reputational risks if there are operational failures at such

companies.

We may finance future transactions by issuing additional

equity and/or debt. The issuance of additional equity in

connection with any such transaction could be substantially

dilutive to existing shareholders. In addition, the

announcement or implementation of future transactions by us

or others could have a material effect on the price of our

common stock. The issuance of additional debt could

increase our leverage substantially. Additional debt may

reduce our liquidity, curtail our access to financing markets,

impact our standing with credit rating agencies and increase

the cash flow required for debt service. Any incremental debt

incurred to finance a transaction could also place significant

constraints on the operation of our business.

Furthermore, any future transactions could entail a number of

additional risks, including:

•the inability to maintain key pre-transaction business

relationships;

•increased operating costs;

•the inability to meet our target for return on invested

capital;

•increased debt obligations, which may adversely affect our

targeted debt ratios;

•changes in our credit rating and financing costs;

•risks to the continued achievement of our strategic

direction;

•risks associated with divesting employees, customers or

vendors when divesting businesses or assets;

•declines in the value of investments;

•exposure to unanticipated liabilities, including after a

transaction is completed;

•incurred but unreported claims for an acquired company;

and

•difficulties in realizing projected efficiencies and

synergies.

RISKS RELATED TO LIQUIDITY AND CAPITAL

RESOURCES

A downgrade of our credit rating could increase the cost of

our funding from the capital markets.

Our debt is currently rated investment grade by two of the

major rating agencies. These rating agencies regularly

evaluate us, and their ratings of our long-term debt and

commercial paper are based on a number of factors, including

our financial strength and corporate development activity, as

well as factors not entirely within our control, including

conditions affecting our industry generally. There can be no

assurance that we will maintain our current ratings. Our

failure to maintain such ratings could reduce or eliminate our

ability to issue commercial paper and adversely affect the

cost and other terms upon which we are able to obtain

funding and increase our cost of capital. A reduction in credit

ratings would also result in increases in the cost of our

commercial paper and other outstanding debt as the interest

rate on the outstanding amounts under our credit facilities

and our senior notes fluctuates based on our credit ratings.

Our leverage limits our financial flexibility, increases our

exposure to weakening economic conditions and may

adversely affect our ability to obtain additional financing.

Our indebtedness as of December 31, 2025 was $9.0 billion.

We may borrow additional amounts by utilizing available

liquidity under our existing credit facilities, issuing additional

debt securities or issuing short-term, unsecured commercial

paper notes through our commercial paper program.

Our leverage and reliance on the capital markets could:

•reduce funds available to us for operations and general

corporate purposes or for capital expenditures as a result of

the dedication of a substantial portion of our consolidated

cash flow from operations to the payment of principal and

interest on our indebtedness;

•increase our exposure to a continued downturn in general

economic conditions;

•place us at a competitive disadvantage compared with our

competitors with less debt;

•affect our ability to obtain additional financing in the future

for refinancing indebtedness, acquisitions, working capital,

capital expenditures or other purposes; and

•increase our cost of debt and reduce or eliminate our ability

to issue commercial paper.

In addition, we must comply with the covenants in our credit

facilities. Among other things, these covenants restrict our

ability to effect certain fundamental transactions, dispose of

certain assets, incur additional indebtedness and grant liens

on assets. Failure to meet any of the covenant terms of our

credit facilities could result in an event of default. If an event

of default or cross-default occurs, and we are unable to

receive a waiver of default, our lenders may increase our

borrowing costs, restrict our ability to obtain additional

borrowings and accelerate repayment of all amounts

outstanding.

We will need to invest in our operations to maintain and

grow our business and to integrate acquisitions, and we

may need additional funds, which may not be readily

available.

We depend on the availability of adequate capital to maintain

and develop our business. Although we believe that we can

meet our current capital requirements from internally

generated funds, cash on hand and borrowings under our

revolving credit facility and commercial paper program, if

the capital and credit markets experience volatility, access to

capital or credit may not be available on terms acceptable to

us or at all. Rising interest rates could adversely affect our

ability to pursue new financing opportunities, and it may be

more expensive for us to issue new debt securities. Limited

access to capital or credit in the future could have an impact

on our ability to refinance debt, maintain our credit rating,

meet our regulatory capital requirements, engage in strategic

initiatives, make acquisitions or strategic investments in other

companies, pay dividends, repurchase our stock or react to

changing economic and business conditions. If we are unable

to fund our capital or credit requirements, it could have an

adverse effect on our business, financial condition and

operating results.

In addition to our debt obligations, we will need to continue

to invest in our operations for the foreseeable future to

integrate acquired businesses and to fund new initiatives. If

we do not achieve the expected operating results, we will

need to reallocate our cash resources. This may include

borrowing additional funds to service debt payments, which

may impair our ability to make investments in our business

or to integrate acquired businesses.

If we need to raise funds through incurring additional debt,

we may become subject to covenants more restrictive than

those contained in our credit facilities, the indentures

governing our notes and our other debt instruments.

Furthermore, if adverse economic conditions occur, we could

experience decreased revenues from our operations which

could affect our ability to satisfy financial and other

restrictive covenants to which we are subject under our

existing indebtedness.

RISKS RELATED TO LEGAL AND REGULATORY

MATTERS

We operate several of our businesses in highly regulated

industries and may be subject to censures, fines and

enforcement proceedings if we fail to comply with

regulatory obligations that can be ambiguous and can

change unexpectedly.

We operate several of our businesses in highly regulated

industries and are subject to extensive regulation in the U.S.,

Europe and Canada. The securities trading industry is subject

to significant regulatory oversight and could be subject to

increased governmental and public scrutiny in the future that

can change in response to global conditions and events, or

due to changes in trading patterns, such as due to the recent

volatility involving the trading of certain stocks. Recent

domestic and worldwide political developments, including

shifts in digital assets trading policy and regulatory and

enforcement priorities, have added additional uncertainty

with respect to both new laws and regulations and

interpretations or enforcement of existing laws and

regulations. Changes in regulatory policies regarding

tokenized securities, synthetic assets or other digital assets

may enable new market entrants and competitors to offer

these products under a different, less onerous regulatory

regime, which may affect our business, clients and results of

operations.

Our ability to comply with complex and changing regulation

is largely dependent on our establishment and maintenance of

compliance, audit and reporting systems that can quickly

adapt and respond, as well as our ability to attract and retain

qualified compliance and other risk management personnel.

There is no assurance that our policies and procedures will

always be effective or that we will always be successful in

monitoring or evaluating the risks to which we are or may be

exposed.

Our regulated markets are subject to audits, investigations,

administrative proceedings and enforcement actions relating

to compliance with applicable rules and regulations.

Regulators have broad powers to impose fines, penalties or

censure, issue cease-and-desist orders, prohibit operations,

revoke licenses or registrations and impose other sanctions

on our exchanges, broker-dealers, central securities

depositories, clearinghouse and markets for violations of

applicable requirements.

In the future, we could be subject to regulatory investigations

or enforcement proceedings that could result in substantial

sanctions, including revocation of our operating licenses.

Any such investigations or proceedings, whether successful

or unsuccessful, could result in substantial costs, the

diversion of resources, including management time, and

potential harm to our reputation, which could have a material

adverse effect on our business, results of operations or

financial condition. In addition, our exchanges could be

required to modify or restructure their regulatory functions in

response to any changes in the regulatory environment, or

they may be required to rely on third parties to perform

regulatory and oversight functions, each of which may

require us to incur substantial expenses and may harm our

reputation if our regulatory services are deemed inadequate.

The regulatory framework under which we operate and new

regulatory requirements or new interpretations of existing

regulatory requirements could require substantial time and

resources for compliance, which could make it difficult and

costly for us to operate our business.

Under current U.S. federal securities laws, changes in the

rules and operations of our securities markets, including our

pricing structure, must be reviewed and in many cases

explicitly approved by the SEC. The SEC may approve,

disapprove, or recommend changes to proposals that we

submit. In addition, the SEC may delay either the approval

process or the initiation of the public comment process.

Favorable SEC rulings and interpretations can be challenged

in and reversed by federal courts of appeals, reducing or

eliminating the value of such prior interpretations. Any delay

in approving changes, or the altering of any proposed change,

could have an adverse effect on our business, financial

condition and operating results.

We must compete not only with non-exchanges, such as

ATSs that are not subject to the same SEC approval

requirements and processes, but also with other exchanges

that may have lower regulation and surveillance costs than

us. There is a risk that trading will shift to exchanges or non-

exchanges that charge lower fees because, among other

reasons, they invest less in regulation.

In 2016, the SEC approved a plan for Nasdaq and other

exchanges to establish a CAT to improve regulators’ ability

to monitor trading activity. Implementation of a CAT has

resulted in significant additional expenditures, including to

implement the costly and complex new technology. In

September 2023, the SEC approved a “Funding Model” for

the CAT that allocated one-third of CAT expenses to the

SROs, including Nasdaq, and two-thirds of CAT expenses to

the industry. This SEC approval order was appealed to the

11th Circuit U.S. Court of Appeals, which issued an opinion

in July 2025 vacating the Funding Model. The court's

decision was subject to a temporary stay that expired at the

end of November 2025. As a result, we may be subject to a

delay in recovering expenses or be unable to recover those

expenses. The SROs have yet to seek reimbursement for a

portion of their expenses related to delivery of certain

technology. If the SEC determines that we failed to timely or

properly deliver the technology, we may forfeit recovery of

an undetermined portion of those expenses. As of December

31, 2025, we have an outstanding net receivable of $99

million in connection with our portion of expenses related to

the CAT implementation.

In addition, our registered broker-dealer subsidiaries are

subject to regulation by the SEC, FINRA and other SROs.

These subsidiaries are subject to regulatory requirements

intended to ensure their general financial soundness and

liquidity, which require that they comply with certain

minimum capital requirements. The SEC and FINRA impose

rules that require notification when a broker-dealer’s net

capital falls below certain predefined criteria, dictate the ratio

of debt to equity in the regulatory capital composition of a

broker-dealer and constrain the ability of a broker-dealer to

expand its business under certain circumstances.

Additionally, the SEC’s Uniform Net Capital Rule and

FINRA rules impose certain requirements that may have the

effect of prohibiting a broker-dealer from distributing or

withdrawing capital and requiring prior notice to the SEC and

FINRA for certain withdrawals of capital. Any failure to

comply with these broker-dealer regulations could have a

material adverse effect on the operation of our business,

financial condition and operating results.

Our non-U.S. business is subject to regulatory oversight in all

the countries in which we operate regulated businesses, such

as exchanges, clearinghouses or central securities

depositories. In these countries, we have received

authorization from the relevant authorities to conduct our

regulated business activities. The authorities may issue

regulatory fines or may ultimately revoke our authorizations

if we do not suitably carry out our regulated business

activities. The authorities are also entitled to request that we

adopt measures in order to ensure that we continue to fulfill

the authorities’ requirements. We are also subject to current

and forthcoming regulations applicable to the financial

services sector generally including, but not limited to,

DORA. Such regulations may impact our operational,

contracting and compliance costs by requiring the

implementation of new risk management procedures,

requirements for procuring information and communication

technology services, and ongoing processes to monitor

compliance; failure to maintain compliance may cause us to

be subject to regulatory actions and fines. Additionally, we

are subject to the obligations under the Benchmarks

Regulation ((EU) 2016/1011), compliance with which could

be costly or cause a change in our business practices.

Certain of our customers operate in a highly regulated

industry. Regulatory authorities could impose regulatory

changes that could impact the ability of our customers to use

our exchanges. The loss of a significant number of customers

or a reduction in trading activity on any of our exchanges as a

result of such changes could have a material adverse effect on

our business, financial condition and operating results. In

addition, regulatory changes could impact the ability of

current or prospective customers to procure commercial

services from us, increase our cost of delivery or performance

due to regulatory-driven changes to services or related

business processes and lengthen sales cycles as customers are

required to conduct additional diligence and contracting

processes prior to procuring our services.

Regulatory changes and changes in market structure and

proprietary data could have a material adverse effect on our

business.

Regulatory changes adopted by the SEC or other regulators

with respect to our markets and to the instruments traded on

our markets, and regulatory changes that our markets may

adopt in fulfillment of their regulatory obligations, could

materially affect our business operations. In recent years,

there has been increased regulatory and governmental focus

on issues affecting the securities markets, including market

structure, technological oversight and fees for proprietary

market data, connectivity and transactions. The SEC, FINRA

and the national securities exchanges have introduced several

initiatives to ensure the oversight, integrity and resilience of

markets. Additionally, new market models, new instruments,

and new uses of technology are emerging that could

adversely impact us. Congress and federal regulators are

considering regulating digital assets, tokenization of equities,

and prediction markets. The outcome of those deliberations

could adversely impact our current markets and future plans.

Our regulated businesses can be severely impacted by policy

decisions. In September 2024, the SEC adopted a rule that

would significantly reduce the fees that exchanges are

permitted to charge for access to liquidity quoted on the

exchange, with a resulting reduction in the ability of

exchanges to pay rebates to attract liquidity. Nasdaq

petitioned the U.S. Court of Appeals for the District of

Columbia Circuit to vacate the proposed rule, and in October

2025, Nasdaq's petition for review was denied. The SEC

issued temporary exemptive relief from compliance with the

portions of the rule that Nasdaq challenged until November

2026. Since the rule was not vacated, we will adjust our

business model in accordance with the rule, and the

implementation of the rule in November 2026 may adversely

impact our business and revenue.

In Canada, all new marketplace fees and changes to existing

fees, including trading and market data fees, must be filed

with and approved by the Ontario Securities Commission.

The Canadian Securities Administrators adopted a Data Fees

Methodology that restricts the total amount of fees that can

be charged for professional uses by all marketplaces to a

reference benchmark. Currently, all marketplaces are subject

to annual reviews of their market data fees tying market data

revenues to pre- and post-trade market share metrics.

Permitted fee ranges are based on an interim domestic

benchmark that is subject to change to an international

benchmark, which could lower the permitted fees charged by

marketplaces, which could adversely impact our revenues.

Our European exchanges currently offer market data products

to customers on a non-discriminatory and reasonable

commercial basis. The MiFID II/MiFIR rules entail that the

price for regulated market data such as pre- and post-trade

data shall be based on cost plus a reasonable margin.

However, these terms are not clearly defined. There is a risk

that a different interpretation of these terms may influence

the fees for European market data products adversely. In

addition, any future actions by European Union institutions

could affect our ability to offer market data products in the

same manner as today, thereby causing an adverse effect on

our market data revenues.

We are subject to litigation risks, risks from compliance

obligations and associated enforcement risks, and other

liabilities.

Many aspects of our business potentially involve substantial

liability risks. Although under current law we are immune

from private suits arising from conduct within our regulatory

authority and from acts and forbearances incident to the

exercise of our regulatory authority, this immunity only

covers certain of our activities in the U.S., and we could be

exposed to liability under national and local laws, court

decisions and rules and regulations promulgated by

regulatory agencies.

We face risks related to compliance with economic sanctions

(including those administered by the U.S. Office of Foreign

Assets Control), export controls, corruption (including the

U.S. Foreign Corrupt Practices Act) and money laundering.

While we maintain compliance programs to prevent and

detect potential violations, such programs cannot completely

eliminate the risk of non-compliance. Since our Financial

Crime Management Technology and surveillance solutions

are important offerings, a significant compliance event

involving one of these areas could more negatively impact

our business than a comparable business without this service

offering.

Liability could also result from disputes over the terms of a

trade, claims that a system failure or delay cost a customer

money, claims we entered into an unauthorized transaction or

claims that we provided materially false or misleading

statements in connection with a securities transaction.

Although we carry insurance that may limit our risk of

damages in some cases, we still may incur significant legal

expenses and may sustain uncovered losses or losses in

excess of available insurance that would affect our business,

financial condition and results of operations.

We have self-regulatory obligations and also operate for-

profit businesses, and these two roles may create conflicts

of interest.

We have obligations to regulate and monitor activities on our

markets and ensure compliance with applicable law and the

rules of our markets by market participants and listed

companies. In the U.S., some have expressed concern about

potential conflicts of interest of “for-profit” markets

performing the regulatory functions of an SRO. We perform

regulatory functions and bear regulatory responsibility related

to our listed companies and our markets. Any failure by us to

diligently and fairly regulate our markets or to otherwise

fulfill our regulatory obligations could significantly harm our

reputation, prompt SEC scrutiny and adversely affect our

business and reputation.

Our Nordic and Baltic exchanges monitor trading and

compliance with listing standards in accordance with the

European Union’s Market Abuse Regulation and other

applicable laws. Any failure to diligently and fairly regulate

the Nordic and Baltic exchanges could significantly harm our

reputation, prompt scrutiny from regulators and adversely

affect our business and reputation.

Laws and regulations regarding security and safeguarding

of our systems and services, protection of sensitive customer

data and the handling of personal data and information

may affect our services or result in increased costs, legal

claims or fines against us.

Our business operates certain systems that may be considered

“critical infrastructure” under certain regulations and licenses

or sells certain systems or services to customers that are used

by customers in their role as providers of critical

infrastructure or to fulfill certain core business requirements

or process certain sensitive data. New cybersecurity, privacy,

data sovereignty, and resiliency regulations may impact the

requirements and cost of delivery for impacted systems and

services and, in the event of an incident, increase the cost and

complexity of our response and the potential financial and

reputation impact from fines or private litigation. These

regulations may also impact customer decision making and

conditions on contracting for our services.

Our businesses and internal operations rely on the processing

of data in many jurisdictions and the movement of data,

including personal data, across national borders. Legal and

contractual requirements relating to the processing, including,

but not limited to, collection, storage, handling, use,

disclosure, transfer and security, and brokering, of personal

data continue to evolve and regulatory scrutiny and customer

requirements in this area are increasing around the world.

Significant uncertainty exists as privacy and data protection

laws may be interpreted and applied differently across

jurisdictions and may create inconsistent or conflicting

requirements with privacy and other laws to which we are

subject.

Laws and regulations such as the European Union and United

Kingdom General Data Protection Regulation, the California

Privacy Rights Act and other comparable laws and

regulations adopted globally and within the United States and

Canada can apply to our processing of their residents’

personal data by Nasdaq legal entities regardless of the

location of such entities; such laws may also require our

customers located in such jurisdictions to contractually

obligate our compliance.

In addition to directly applying to some of our business

activities, these laws and industry-specific regulations, such

as the Health Insurance Portability and Accountability Act

and the Gramm-Leach-Bliley Act, impact many of our

customers, which may affect their decisions to purchase our

services. As a supplier to such customers, regulators may

engage in direct enforcement actions or seek to impose

liability on us if we do not comply with applicable

regulations. Our efforts to comply with privacy and data

protection laws may entail substantial expenses, may divert

resources from other initiatives and projects, and could

impact the services that we offer. The enactment of more

restrictive laws, rules or regulations, future enforcement

actions or investigations, or the creation of new rights to

pursue damages could impact us through increased costs or

restrictions on our business, and noncompliance could result

in regulatory penalties and significant legal liability.

Changes in tax laws, regulations or policies could have a

material adverse effect on our financial results.

Changes in tax laws, regulations, trade policies or other

policies could result in us having to pay higher taxes or

operating expenses, which may reduce our net income, or

could adversely affect our ability to continue our capital

allocation program, purchase additional energy tax credits or

effect strategic transactions in a tax-favorable manner. In

addition, such changes, including federal or state financial

transaction taxes, may increase the cost of our offerings or

services, which may cause our clients to reduce their use of

our services. Any changes to laws, regulations, policies or

other legal restrictions regarding the employment, staffing,

supervision or business activities of international or non-U.S.

citizen employees of U.S. companies may adversely affect

our results of operations.

Some of our subsidiaries are subject to tax in the jurisdictions

in which they are organized or operate, and in computing our

tax obligation in these jurisdictions, we take various tax

positions. We cannot ensure that upon review of these

positions, the applicable authorities will agree with our

positions. A successful challenge by a tax authority could

result in additional taxes imposed on our clients or our

subsidiaries.

RISKS RELATED TO INTELLECTUAL PROPERTY

AND BRAND REPUTATION

Damage to our reputation or brand name could have a

material adverse effect on our businesses.

One of our competitive strengths is our strong reputation and

brand name. Various issues may give rise to reputational risk,

including issues relating to:

•our ability to maintain the security of our data and systems;

•the quality and reliability of our technology platforms and

systems;

•the ability to fulfill our regulatory obligations;

•the ability to execute our business plan, key initiatives or

new business ventures and the ability to keep up with

changing customer demand;

•the representation of our business in the media;

•the accuracy of our financial statements, other financial

and statistical information or sustainability-related

disclosures;

•the accuracy of our financial guidance or other information

provided to our investors;

•the quality of our corporate governance structure;

•the quality of our products the reliability of our solutions

and the accuracy of our information and data offerings;

•the quality of our disclosure controls or internal controls

over financial reporting, including any failures in

supervision;

•extreme price volatility on our markets;

•any negative publicity surrounding our listed companies or

our listing rules;

•any negative publicity surrounding the use of our products

and/or services by our customers, including in connection

with emerging asset classes such as crypto assets; and

•any misconduct, fraudulent activity or theft by our

employees or other persons formerly or currently

associated with us.

Negative publicity or misrepresentations by third parties,

particularly on social media, may adversely impact our

credibility as a leader in the global capital markets and as a

source for data and analytics. This may have an adverse

effect on our brands, business and operating results. Damage

to our reputation could cause some issuers not to list their

securities on our exchanges or switch to a different exchange.

Reputational damage may also reduce trading volumes or

values on our exchanges or cause us to lose customers. This

may have a material adverse effect on our business, financial

condition and operating results.

Failure to meet customer expectations or deadlines for the

implementation of our products could result in negative

publicity, losses and reduced sales, each of which may harm

our reputation, business and results of operations.

We generally mutually agree with our customers on the

duration, budget and costs associated with the

implementation of certain of our products, particularly our

market technology large-scale market infrastructure projects.

Various factors may cause implementations to be delayed,

inefficient or otherwise unsuccessful, including due to

unforeseen project complexities, our deployment of

insufficient resources or other external factors. The effects of

a failure to meet an implementation schedule could include

monetary credits for current or future service engagements, a

reduction in fees for the project, or the expenditure of

additional expenses to mitigate such delays. In addition, time-

consuming implementations may also increase the personnel

we must allocate to such customer, thereby increasing our

costs and diverting attention from other projects.

Unsuccessful, lengthy, or costly customer implementation

projects could result in claims from customers, decreased

customer satisfaction, harm to our reputation, and

opportunities for competitors to displace us, each of which

could have an adverse effect on our reputation, business and

results of operations.

Our reputation or business could be negatively impacted by

evolving and conflicting stakeholder expectations regarding

sustainability matters and our reporting of such matters.

We communicate certain sustainability-related initiatives,

goals, and/or commitments regarding environmental matters,

social matters, vendors and suppliers and other matters in our

annual Sustainability Report, Task Force on Climate-related

Financial Disclosures Report, on our website, in our filings

with the SEC and elsewhere. These goals or commitments

could be difficult to achieve and costly to implement.

Stakeholder expectations regarding sustainability matters are

evolving and can be divergent, with some stakeholders

demanding more action and disclosure while others oppose

such efforts. In addition, we could be criticized for the

timing, scope or nature of these initiatives, goals, or

commitments, or for any revisions to them. We could be

subject to litigation or regulatory enforcement actions

regarding the accuracy, adequacy, or completeness of our

sustainability-related disclosures. Our actual or perceived

failure to achieve, or stakeholder dissatisfaction of, our

sustainability-related goals or commitments could negatively

impact our reputation or otherwise materially harm our

business.

Failure to protect our IP rights, or allegations that we have

infringed on the IP rights of others, could harm our brand-

building efforts and ability to compete effectively.

To protect our IP rights, we rely on a combination of

trademark laws, copyright laws, patent laws, trade secret

protection, confidentiality agreements and other contractual

arrangements with our affiliates, clients, strategic partners,

employees and others. However, the efforts we have taken to

protect our IP and proprietary rights might not be sufficient,

or effective, at stopping unauthorized use of those rights. We

may be unable to detect the unauthorized use of, or take

appropriate steps to enforce, our IP rights.

We have registered, or applied to register, our trademarks in

the United States and in over 50 foreign jurisdictions and

have pending U.S. and foreign applications for other

trademarks. We also maintain copyright protection for

software products and pursue patent protection for inventions

developed by us. We hold a number of patents, patent

applications and licenses in the United States and other

foreign jurisdictions. However, effective trademark,

available or cost-effective in every country in which we offer

our services and products. Moreover, changes in patent law,

regulation or practices at the U.S. Patent and Trademark

Office and/or analogous offices in other jurisdictions, such as

changes in the law regarding patentable subject matter, could

also impact our ability to obtain patent protection for our

innovations. The scope of protection under our patents may

not be sufficient in some cases, or existing patents may be

deemed invalid or unenforceable. Failure to protect our IP

adequately could harm our brand and affect our ability to

compete effectively. Further, defending our IP rights could

result in the expenditure of significant financial and

managerial resources.

Third parties may assert IP rights claims against us, which

may be costly to defend, could require the payment of

damages and could limit our ability to use certain

technologies, trademarks or other IP. Any IP claims, with or

without merit, could be expensive to litigate or settle and

could divert management resources and attention. Successful

challenges against us could require us to modify or

discontinue our use of technology or business processes

where such use is found to infringe or violate the rights of

others, or require us to purchase licenses from third parties,

any of which could adversely affect our business, financial

condition and operating results.

GENERAL RISK FACTORS

We are a holding company that depends on cash flow from

our subsidiaries to meet our obligations, and any

restrictions on our subsidiaries’ ability to pay dividends or

make other payments to us may have a material adverse

effect on our results of operations and financial condition.

As a holding company, we require dividends and other

payments from our subsidiaries to meet cash requirements.

Minimum capital requirements mandated by regulatory

authorities having jurisdiction over some of our regulated

subsidiaries indirectly restrict the amount of dividends that

can be paid upstream.

If our subsidiaries are unable to pay dividends and make

other payments to us when needed, or if regulators or

counterparties require us to increase capital deployed in

certain of our regulated subsidiaries, we may be unable to

satisfy our obligations, which would have a material adverse

effect on our business, financial condition and operating

results.

We may experience fluctuations in our operating results,

which may adversely affect the market price of our common

stock.

Our industry is risky and unpredictable and is directly

affected by many national and international factors beyond

our control, including:

•economic, political and geopolitical market conditions;

•evolving market or customer preferences for solutions

provided locally or outside of the U.S.;

•natural disasters, terrorism, pandemics, war or other

catastrophes;

•broad trends in finance and technology;

•changes in price levels and volatility in the stock markets;

•the level and volatility of interest rates;

•volatility in commodity markets, including the energy

markets;

•inflation;

•disruptions or delays in our supply chains;

•changes in government monetary or tax policy;

•the imposition of governmental economic sanctions or

tariffs, on countries in which we do business or where we

plan to expand our business or sell our products and

services; and

•the perceived attractiveness of the U.S. or European capital

markets.

Any one of these factors could have a material adverse effect

on our business, financial condition and operating results by

causing a substantial decline in the financial services markets

and reducing trading volumes or values.

Additionally, since borrowings under our credit facilities bear

interest at variable rates and commercial paper is issued at

prevailing interest rates, any increase in interest rates on debt

that we have not fixed using interest rate hedges will increase

our interest expense, reduce our cash flow or increase the

cost of future borrowings or refinancings. Other than variable

rate debt, we believe our business has relatively large fixed

costs and low variable costs, which magnifies the impact of

revenue fluctuations on our operating results. As a result, a

decline in our revenue may lead to a relatively larger impact

on operating results. A substantial portion of our operating

expenses is related to personnel costs, regulation and

corporate overhead, none of which can be adjusted quickly

and some of which cannot be adjusted at all. Our operating

expense levels are based on our expectations for future

revenue. If actual revenue is below management’s

expectations, or if our expenses increase before revenues do,

both revenues less transaction-based expenses and operating

results would be materially and adversely affected. Because

of these factors, it is possible that our operating results or

other operating metrics may fail to meet the expectations of

stock market analysts and investors. If this happens, the

market price of our common stock may be adversely affected.

Our operational processes are subject to the risk of error,

which may result in financial loss or reputational damage.

We have instituted extensive controls to reduce the risk of

error inherent in our operations; however, such risk cannot

completely be eliminated. Our businesses are highly

dependent on our ability to process and report, on a daily

basis, a large number of transactions across numerous and

diverse markets. Some of our operations require complex

processes, and the introduction of new products or services or

changes in processes or reporting due to regulatory

requirements may result in an increased risk of errors for a

period after implementation. Additionally, the likelihood of

such errors or vulnerabilities is heightened as we acquire new

products from third parties, whether as a result of

acquisitions or otherwise.

Data, other content or information that we distribute may

contain errors or be delayed, causing reputational harm. Use

of our products and services as part of the investment process

creates the risk that clients, or the parties whose assets are

managed by our clients, may pursue claims against us in the

event of such delay or error, and significant litigation against

us might unduly burden management, personnel, financial

and other resources.

In addition, the sophisticated software we sell to our

customers may contain undetected errors or vulnerabilities,

some of which may be discovered only after delivery, or

could fail to perform its intended purpose. Because our

clients depend on our solutions for critical business functions,

any service interruptions, failures or other issues may result

in lost or delayed market acceptance and lost sales, or

negative customer experiences that could damage our

reputation, resulting in the loss of customers, loss of revenues

and liability for damages, which may adversely affect our

business, operating results and financial condition.

Climate and weather related risk may have an adverse

impact on our business, while simultaneously, we face

reputational, regulatory and financial risks related to our

ability to respond to diverse stakeholder expectations and

requirements on climate, weather, and other sustainability-

Middle East, Latin America, Africa and Asia, and our

operations are subject to the risks inherent in the international

economy. Political, economic or social events or

developments in one or more of our non-U.S. locations or in

the U.S. arising from such international developments, such

as limitations imposed on securing new listings on our

exchanges, constraints on data sharing with a U.S. based

company, a reduced interest in providing operational support

between certain regions and the U.S., or restrictions on

entering into transactions with new or existing customers,

could adversely affect our sales, operations and financial

results. We have operations in locations that may be subject

to greater political, economic and social uncertainties than

countries with more developed institutional structures, which

may increase our operational risk.

Unforeseen or catastrophic events could interrupt our

critical business functions. In addition, our U.S. and

European businesses are heavily concentrated in particular

areas and may be adversely affected by events in those

areas.

We may incur losses as a result of unforeseen or catastrophic

events, such as terrorist attacks, natural disasters, pandemics,

extreme weather, fire, power loss, telecommunications

failures, human error, theft, sabotage, vandalism, and other

crime. Given our position in the global capital markets and

our brand, we may be more likely than other companies to be

a target for malicious disruption activities or physical attacks

on our senior leadership team and/or our office locations.

In addition, our business operations are heavily concentrated

in the east coast of the U.S.; Stockholm, Sweden; Vilnius,

Lithuania; and St. John, Canada, among other locations. Any

event that impacts either of those geographic areas could

potentially affect our ability to operate our businesses.

We have disaster recovery and business continuity plans and

capabilities for critical systems and business functions to

mitigate the risk of an interruption. However, any

interruption in our critical business functions or systems

could negatively impact our financial condition and operating

results. Additionally, some of our market services and

financial technology customers may lack adequate disaster

recovery solutions to avoid loss of trade flow from a

sustained interruption of our critical systems.

Because we have operations in numerous countries, we are

exposed to currency risk.

We have operations in the U.S., the Nordic and Baltic

countries, Canada, the United Kingdom, Australia and many

other foreign countries. We therefore have significant

exposure to exchange rate movements between the Euro,

Swedish Krona, the Canadian dollar and other foreign

currencies against the U.S. dollar. Significant inflation or

disproportionate changes in foreign exchange rates with

respect to one or more of these currencies could occur as a

result of general economic conditions, acts of war or

terrorism, changes in governmental monetary, trade or tax

policy, changes in local interest rates or other factors. These

exchange rate differences will affect the translation of our

non-U.S. results of operations, interest expense and financial

condition into U.S. dollars as part of the preparation of our

consolidated financial statements.

If our risk management methods are not effective, our

business, reputation and financial results may be adversely

affected.

We utilize widely-accepted methods to identify, assess,

monitor and manage our risks. Nasdaq’s Global Risk

Management Committee, which is composed of senior

executives, has the responsibility for overseeing the risk

management methods, regularly reviewing risks and referring

significant risks to the board of directors or specific board

committees. Local risk management committees in our

international offices provide local risk oversight and

escalation to local boards, as appropriate. The rapidly

changing environment may limit the effectiveness of our risk

management methods. Certain risk management methods

require subjective evaluation of dynamic information

regarding markets, customers or other matters. That variable

information may not in all cases be accurate, complete, up-to-

date or properly evaluated. If we do not successfully identify,

assess, monitor or manage the risks to which we are exposed,

our business, reputation, financial condition and operating

results could be materially adversely affected.

Decisions to declare future dividends on our common stock

will be at the discretion of our board of directors and there

can be no guarantee that we will pay future dividends to our

stockholders.

Our board of directors regularly declares quarterly cash

dividend payments on our outstanding common stock. The

board’s determination to declare dividends will depend upon

our profitability and financial condition, contractual

restrictions, restrictions imposed by applicable law and other

factors that the board deems relevant. Based on an evaluation

of these factors, the board may determine not to declare

future dividends at all or to declare future dividends at a

reduced amount.

Provisions of our certificate of incorporation, by-laws,

exchange rules (including provisions included to address

SEC concerns) and governing law restrict the ownership

and voting of our common stock. In addition, such

provisions could delay or prevent a change in control of us

and entrench current management.

Our organizational documents place restrictions on the voting

rights of certain stockholders. The holders of our common

stock are entitled to one vote per share on all matters to be

voted upon by the stockholders except that no person may

exercise voting rights in respect of any shares in excess of

5% of the then outstanding shares of our common stock. Any

change to the 5% voting limitation would require SEC

approval.

In response to the SEC’s concern about a concentration of

our ownership, the rules of some of our exchange

subsidiaries include a prohibition on any member or any

person associated with a member of the exchange from

beneficially owning more than 20% of our outstanding voting

interests. SEC consent would be required before any investor

could obtain more than a 20% voting interest in us. The rules

of some of our exchange subsidiaries also require the SEC’s

approval of any business ventures with exchange members,

subject to exceptions.

Our organizational documents contain provisions that may be

deemed to have an anti-takeover effect and may delay, deter

or prevent a change of control of us, such as a tender offer or

takeover proposal that might result in a premium over the

market price for our common stock. Additionally, certain of

these provisions make it more difficult to bring about a

change in the composition of our board of directors, which

could result in entrenchment of current management.

Our certificate of incorporation and by-laws:

•do not permit stockholders to act by written consent;

•require certain advance notice for director nominations and

actions to be taken at annual meetings; and

•authorize the issuance of undesignated preferred stock, or

“blank check” preferred stock, which could be issued by

our board of directors without stockholder approval.

Finally, many of the European countries where we operate

regulated entities require prior governmental approval before

an investor acquires 10% or greater of our common stock.