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NDAQNasdaq, Inc.

Financials · Exchanges & Brokers · Nasdaq

The Nasdaq Stock Market Operating company IPOs 155 SPAC IPOs 126 Switches from the New York Stock Exchange 20 LLC, or NYSE, and the NYSE American LLC, or NYSE American Upgrades from OTC 31 ETPs and Other Listings 452 Total 784 10-K, Item 1

NDAQ quote by TradingView
Headquarters
New York, NY
CEO
Adena T. Friedman
Next results
around Jan 28, 2027
Compare with peers → Embed

10-K 0001628280-26-007703 (2026-02-12) vs 10-K 0001120193-25-000008 (2025-02-21)

SectionCompared textWords nowChanged
Risk FactorsItem 1A0 not compared
MD&AItem 7989 89.9%
Legal ProceedingsItem 3, via Note 18 – COMMITMENTS, CONTINGENCIES AND0 not compared
Accounting Policies10-K text (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 154 words changed in this paragraph; it is 34% similar to last year's version.
Year Ended December 31, U.S. equity options 2025 2024 2023 2022 Total U.S.-listed securities Total industry average daily volume 55.8 44.4 40.4 (in millions) Nasdaq PHLX matched market 10.3% 10.0% 11.3% share volume (in billions) 12.2 11.0 11.9 Matched share volume (in billions) 479.4 455.6 522.8 The Nasdaq Stock Options Market 3.5% 5.5% 6.1% matched market share 15.1 % 15.8 % 16.2 % Nasdaq BX Options matched 1.6% 2.1% 3.3% market share 0.3 % 0.4 % 0.5 % Nasdaq PSX ISE Options matched 6.7% 6.9% 5.9% market share 0.2 % 0.3 % 0.8 % Nasdaq GEMX Options matched 3.6% 2.6% 2.4% market share Nasdaq MRX Options matched 3.4% 2.7% 2.0% market share Total matched market share 29.1% 29.8% 31.0% executed on Nasdaq’s exchanges 15.6 % 16.5 % 17.5 % Market share reported to the FINRA/Nasdaq Trade Reporting Facility 44.3 % 36.7 % 35.2 % Total market share 59.9 % 53.2 % 52.7 % Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 651,455 666,411 908,813 Total average daily value of shares traded (in billions) $ 4.5 $ 4.5 $ 5.4 Total market share executed on Nasdaq’s exchanges 71.9 % 71.0 % 71.5 %

Source: Item 7, 10-K 0001628280-26-007703 vs Item 7, 10-K 0001120193-25-000008

Every change, by type

Sentences and paragraphs of NDAQ's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-21. Each links to the text at sec.gov.

All 375 Added 0Removed 357Reworded 18Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

RemovedRisk 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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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 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 2024 as compared to 2023, there is no assurance that demand for IPOs will continue at the same or higher rate.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
There may be less demand for our analytics, corporate solutions, market technology 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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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. This competition includes both product and price competition.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
The liberalization 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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the year over year comparison for the fiscal years ended December 31, 2024 and 2023 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A. Risk Factors.” For further discussion of our growth strategy, products and services, and competitive strengths, see “Part I, Item 1. Business.” For a similar discussion comparing the fiscal years ended December 31, 2023 and 2022, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was previously filed with the SEC on February 21, 2024.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
The period over period percentages below are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in millions in the tables below.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
•In 2024, our Index business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion as of December 31, 2024. In addition, the Index business launched a record 116 new products with its clients.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
•In 2024, our Market Services segment achieved record net revenue. The Closing Cross set full year records in both share volume and notional value traded.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Our business performance can be positively or negatively 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 changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in 2024 as compared to 2023 has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices. In our corporate solutions business, we managed through market challenges, as corporate buying cycles remained elongated throughout the year. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See “Part I, Item 1A. Risk Factors” for further discussion.

Read it in 10-K 2025-02-21 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2024 2023 2022 Total U.S.-listed securities Total industry average daily share 17.6 12.2 11.0 volume (in billions) 12.2 11.0 11.9 Matched share volume (in billions) 625.7 479.4 455.6 522.8 Total U.S.-listed securities 2025 2024 2023 The Nasdaq Stock Market matched 13.9% 15.1% 15.8% market share 15.1 % 15.8 % 16.2 % Nasdaq BX matched market share 0.3 % 0.4 % 0.5 % 0.2% 0.3% 0.4% Nasdaq PSX matched market share 0.2 % 0.3 % 0.8 % 0.1% 0.2% 0.3% Total matched market share 14.2% 15.6% 16.5% executed on Nasdaq’s exchanges 15.6 % 16.5 % 17.5 % Market share reported to the 47.8% 44.3% 36.7% FINRA/Nasdaq Trade Reporting Facility 44.3 % 36.7 % 35.2 % Total market share 59.9 % 53.2 % 52.7 % 62.0% 59.9% 53.2% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity 710,314 651,455 666,411 trades executed on Nasdaq’s exchanges 651,455 666,411 908,813 Total average daily value of shares $5.1 $4.5 $4.5 traded (in billions) $ 4.5 $ 4.5 $ 5.4 Total market share executed on 72.2% 72.6% 71.0% Nasdaq’s exchanges 71.9 % 71.0 % 71.5 %

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Adenza purchase accounting adjustment — 34 — — adjustment Amortization expense of acquired 487 488 206 intangible assets 488 206 153 Merger and strategic initiatives expense 60 35 148 82 expense Restructuring charges 42 116 80 15 Lease asset impairments — — 25 — Extinguishment (Gain) loss on extinguishment of debt (18) 4 — 16 debt Net gain on divestitures (86) — — Net (income) loss from (83) (16) 7 unconsolidated investees (16) 7 (29) Legal and regulatory matters 6 20 12 26 Pension settlement charge — 23 9 — Other (income) (gain) loss 40 (15) 21 2 Total non-GAAP adjustments $ 689 $ 508 $ 265 $448 $689 $508 Total non-GAAP tax adjustments (208) (113) (168) (134) (66) Tax on intra-group transfer of IP assets 33 — Other tax adjustments (109) (7) — Total non-GAAP adjustments, $226 $514 $374 net of tax $ 514 $ 374 $ 199 Non-GAAP net income $2,014 $1,631 $1,433 attributable to Nasdaq $ 1,631 $ 1,433 $ 1,324 U.S.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Krona Dollar Foreign Dollar Currencies (in millions, except currency rate) Year Ended December 31, 2024 2025 Average foreign currency FX 1.128 0.102 0.716 # N/A rate to the U.S. dollar 1.082 0.095 0.730 # N/A Percentage of 7.7% 3.3% 0.6% 3.5% 84.9% revenues less transaction-based transaction- based expenses 7.9% 3.4% 0.7% 3.7% 84.3% Percentage of 8.6% (2.8)% (6.4)% (9.8)% 110.4% operating income 11.8% (5.9)% (7.8)% (10.5)% 112.4% Impact of a $(40) $(17) $(3) $(18) $— 10% adverse currency fluctuation on revenues less transaction-based transaction- based expenses $(37) $(16) $(3) $(17) $— Impact of a $(20) $(7) $(15) $(23) $— 10% adverse currency fluctuation on operating income $(21) $(11) $(14) $(19) $—

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Krona Dollar Foreign Dollar Currencies (in millions, except currency rate) Year Ended December 31, 2024 Average foreign currency FX 1.082 0.095 0.730 # N/A rate to the U.S. dollar 1.082 0.095 0.730 # N/A Percentage of revenues less transaction-based expenses 7.9% 3.4% 0.7% 3.7% 84.3% revenues less transaction- based expenses Percentage of operating income 11.8% (5.9)% (7.8)% (10.5)% 112.4% operating income Impact of a $(37) $(16) $(3) $(17) $— 10% adverse currency fluctuation on revenues less transaction-based transaction- based expenses $(37) $(16) $(3) $(17) $— Impact of a $(21) $(11) $(14) $(19) $— 10% adverse currency fluctuation on operating income $(21) $(11) $(14) $(19) $—

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2024 2023 2022 U.S. equity options 2025 2024 2023 Total industry average daily volume 55.8 44.4 40.4 (in millions) 44.4 40.4 38.2 Nasdaq PHLX matched market share 10.3% 10.0% 11.3% 11.6% share The Nasdaq Options Market 3.5% 5.5% 6.1% matched market share 5.5% 6.1% 8.0% Nasdaq BX Options matched 1.6% 2.1% 3.3% market share 2.1% 3.3% 2.8% Nasdaq ISE Options matched 6.7% 6.9% 5.9% market share 6.9% 5.9% 5.7% Nasdaq GEMX Options matched 3.6% 2.6% 2.4% market share 2.6% 2.4% 2.3% Nasdaq MRX Options matched 3.4% 2.7% 2.0% market share 2.7% 2.0% 1.6% Total matched market share 29.1% 29.8% 31.0% executed on Nasdaq’s exchanges 29.8% 31.0% 32.0%

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Year Ended December 31, IPOs 2025 2024 2023 2022 IPOs The Nasdaq Stock Market 281 180 130 161 Operating company 155 130 103 SPACs 126 50 27 Exchanges that comprise 19 14 7 Nasdaq Nordic and Nasdaq Baltic 14 7 38 Total new listings The Nasdaq Stock Market 784 463 330 366 Exchanges that comprise 27 31 23 Nasdaq Nordic and Nasdaq Baltic 31 23 63 As of December 31, 2024 2023 2022 31 Number of listed companies 2025 2024 2023 The Nasdaq Stock Market 4,480 4,075 4,044 4,230 Exchanges that comprise 1,119 1,174 1,218 Nasdaq Nordic and Nasdaq Baltic 1,174 1,218 1,251 ARR (in millions) 691 682 664 $764 $691 $682

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
As of or Year Ended December 31, 2025 2024 2023 2022 Number of licensed ETPs 451 401 364 348 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $ 473 $ 315 $ 424 $647 $473 $315 Net appreciation (depreciation) 136 110 128 (142) Net impact of ETP — (16) (1) sponsor switches (16) (1) (1) Net inflows 99 80 31 34 Ending balance $ 647 $ 473 $ 315 $882 $647 $473 Annual average ETP AUM $740 $558 $396 tracking Nasdaq indices (in billions) $ 558 $ 396 $ 351 ARR (in millions) $ 76 $ 72 $ 68 $81 $76 $72

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
The ARR chart includes:Capital Capital Access Platforms ◦ Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business ◦ Index data subscriptions and guaranteed minimum on futures contracts within our Index business ◦ Subscription contracts under our Workflow & Insights business Financial Technology ◦ Financial Crime Management Technology SaaS subscription Subscription contracts excluding one-time service requests ◦ Regulatory Technology SaaS subscription and support contracts excluding one-time service requests ◦ Capital Markets Technology SaaS subscription and support contracts excluding one-time service requests non-recurring professional services.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
GAAP effective tax rate 23.1 % 24.6 % 23.9 % 16.7% 23.1% 24.6% Total adjustments from non-GAAP non- 5.7% 0.7% 0.4% GAAP tax rate 0.7 % 0.4 % 0.1 % Non-GAAP effective tax rate 23.8 % 25.0 % 24.0 % 22.4% 23.8% 25.0% Weighted-average common shares 578.6 579.2 508.4 outstanding for diluted earnings per share 579.2 508.4 497.9 U.S.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
GAAP diluted earnings per $3.09 $1.93 $2.08 share $ 1.93 $ 2.08 $ 2.26 Total adjustments from non-GAAP non- 0.39 0.89 0.74 GAAP net income 0.89 0.74 0.40 Non-GAAP diluted earnings per $3.48 $2.82 $2.82 share $ 2.82 $ 2.82 $ 2.66

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
December 31, 2025 December 31, 2024 December 31, 2023 (in millions) Working capital $42 $(116) Cash and cash equivalents $ 604 592 $ 453 Financial investments 28 184 188 Working capital (116) 71

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
As of or Year Ended December 31 31, 2025 2024 2023 2022 (in millions) ARR and $495 $473 $456 Quarterly annualized SaaS 425 403 386 revenues $ 278 $226 $182

Read it in 10-K 2026-02-12 at sec.gov ↗

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