Nasdaq, Inc.

Company Overview

Business Model: Nasdaq is a leading technology platform that powers global economies by architecting market infrastructure, enabling the innovation economy, and building trust in the financial system. It achieves this by designing and deploying technology, data, and advanced analytics to help clients capture opportunities, navigate risk, and strengthen resilience. The company operates in three primary business segments: Capital Access Platforms, Financial Technology, and Market Services.

Market Position: Nasdaq holds a strong competitive position in large, high-growth markets, leveraging its strengths in technology, proprietary data, analytics, and capital markets expertise. It is a global leader in anti-financial crime platforms (Nasdaq Verafin), risk data management and regulatory reporting (AxiomSL), and cross-asset trading, treasury, risk, and collateral management solutions (Calypso). In 2025, Nasdaq extended its listing leadership, achieving its seventh consecutive year as the top U.S. exchange by proceeds raised, and set a record for listing transfers with $1.2 trillion in annual switches. Its combined options market share in 2025 represented the largest share of the U.S. market for multi-listed equity options, and The Nasdaq Stock Market is the largest single venue of liquidity for trading U.S.-listed cash equities.

Recent Strategic Developments:

• Acquisitions & Divestitures: Completed the acquisition of Adenza in November 2023, integrating its AxiomSL and Calypso solutions. In October 2025, Nasdaq sold its Solovis business. In June 2025, it completed the transfer of its Nordic power futures business to a European exchange, with a full wind-down expected in the second half of 2026.
• Technology & Innovation: Continued significant investment in Artificial Intelligence (AI), including generative AI and agentic AI, to enhance products in investment analytics, investor relations, fraud and anti-money laundering, and to modernize markets with AI-powered order types. Advanced its partnership with Amazon Web Services (AWS) to migrate exchanges and non-exchange workloads to the cloud, introducing a new suite of cloud-ready market technology solutions (Nasdaq Eqlipse) and offering Nasdaq Calypso as a fully managed service on AWS.
• Market Expansion: Announced plans to introduce Global Trading Hours on The Nasdaq Stock Market in the second half of 2026, creating a 23-hour trading day. Filed a proposed rule change with the SEC in Q3 2025 to enable trading of tokenized equity securities and Exchange Traded Products (ETPs) on its platform.
• Restructuring: Completed its divisional realignment program in September 2024 and substantially completed the Adenza restructuring program by December 31, 2025, achieving over $160 million in net expense synergies.

Geographic Footprint: Nasdaq operates globally with a significant presence in the U.S., Canada, and Europe.

• U.S.: Headquarters in New York, New York. Operates three cash equity exchanges (The Nasdaq Stock Market, Nasdaq BX, Nasdaq PSX), six options exchanges (Nasdaq PHLX, The Nasdaq Options Market, Nasdaq BX Options, Nasdaq ISE, Nasdaq GEMX, Nasdaq MRX), and one corporate bond market.
• Europe: Headquarters in Stockholm, Sweden. Operates exchanges in Tallinn (Estonia), Riga (Latvia), Vilnius (Lithuania) as Nasdaq Baltic, and in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland) as Nasdaq Nordic, along with Nasdaq Clearing operations.
• Canada: Operates an exchange with three independent markets (Nasdaq Canada CXC, Nasdaq Canada CX2, Nasdaq Canada CXD).
• Other International: Market technology solutions are utilized in Asia, the Middle East, Latin America, and Africa. Has operations in the United Kingdom and Australia.
• Revenue Distribution (2025): United States (71.9% of total revenues), All other countries (28.1% of total revenues).

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: Not explicitly provided in a way that allows for a direct calculation of "Gross Profit" as a line item.
• Operating Margin: 44.4% (Operating Income / Revenues less transaction-based expenses)
• Net Margin: 34.1% (Net Income attributable to Nasdaq / Revenues less transaction-based expenses)

Investment in Growth:

• R&D Expenditure: Not explicitly stated as a separate line item, but significant investments in AI and cloud initiatives are noted within "Technology and communication infrastructure" expense.
• Capital Expenditures: $266 million
• Strategic Investments:
  • Corporate Venture Program: Investments primarily in emerging growth FinTech companies, valued at $257 million as of December 31, 2025.
  • Technology Investments: Increased investment in technology, particularly cloud initiatives and software licensing, contributing to a 12.3% increase in Technology and communication infrastructure expense.

Business Segment Analysis

Capital Access Platforms

Financial Performance:

• Revenue: $2,137 million (+9.9% YoY)
• Operating Margin: 59.6% ($1,274 million Operating Income / $2,137 million Revenue less transaction-based expenses)
• Key Growth Drivers: New data sales, usage and pricing, increased annual listings revenues due to new listings, higher average Assets Under Management (AUM) in ETPs linked to Nasdaq indices, growth in trading volumes for index derivatives, and increased analytics revenues (driven by eVestment and Nasdaq Data Link sales growth).

Product Portfolio:

• Data & Listing Services: North American and European market data products (e.g., Nasdaq TotalView, Nasdaq Basic, Nasdaq Canada Basic), U.S. listing platforms (The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market), Nasdaq Nordic and Nasdaq Baltic exchanges, Nasdaq First North alternative marketplaces.
• Index: Nasdaq-branded indices (e.g., Nasdaq-100 Index, Nasdaq Composite Index), financial products, and index data products (e.g., Global Index Data Service, Global Index Watch/Global Index File Delivery Service).
• Workflow & Insights: Analytics products (eVestment platform, Nasdaq Fund Network, Nasdaq Data Link), Corporate solutions (Investor Relations Intelligence, Nasdaq IR Insight, Governance Solutions, Nasdaq Boardvantage, Sustainability Solutions, Nasdaq Metrio).

Market Dynamics:

• Listings: 5,599 companies listed on U.S., Nasdaq Nordic, Nasdaq Baltic, and Nasdaq First North exchanges as of December 31, 2025. The Nasdaq Stock Market had 4,480 listings, including 1,316 on The Nasdaq Global Select Market, 1,750 on The Nasdaq Global Market, and 1,414 on The Nasdaq Capital Market. In 2025, The Nasdaq Stock Market had 784 new listings (155 operating company IPOs, 126 SPAC IPOs, 20 switches from NYSE/NYSE American, 31 upgrades from OTC, 452 ETPs and Other Listings). Over $1,241 billion in global equity market capitalization switched to The Nasdaq Stock Market in 2025.
• Index: 451 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index, accounting for $882 billion in AUM as of December 31, 2025. The Nasdaq-100 Index accounted for $640 billion (73% of total AUM).
• Competition: Faces competition from alternative exchanges and trading venues for data products, NYSE and other global exchanges for listings, private equity firms, and other index providers (e.g., S&P Dow Jones Indices, MSCI, FTSE Russell). Workflow & Insights competes with a broad array of data and analytics suppliers and diverse providers of software, data, and consulting.

Financial Technology

Financial Performance:

• Revenue: $1,850 million (+14.1% YoY)
• Operating Margin: 46.5% ($860 million Operating Income / $1,850 million Revenue less transaction-based expenses)
• Key Growth Drivers: Higher subscription revenues from new and existing clients, higher professional services fees, increased sales and price increases to existing clients for AxiomSL and Surveillance solutions, and higher revenues related to data center growth.

Product Portfolio:

• Financial Crime Management Technology: Nasdaq Verafin solution (cloud-based anti-financial crime platform for fraud detection, anti-money laundering, countering financing of terrorism, high-risk customer management, sanctions screening, information sharing).
• Regulatory Technology: AxiomSL (risk data management and regulatory reporting solutions for over 170 regulators in more than 60 countries), surveillance solutions (cloud-enabled and on-premises for banks, brokers, market participants, regulators, and exchanges).
• Capital Markets Technology: Calypso (cloud-enabled platform for cross-asset, front-to-back trading, treasury, risk, and collateral management), market technology solutions (for exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms, corporate businesses), trade management services (connectivity, colocation, wireless connectivity offerings).

Market Dynamics:

• Client Base: Serves approximately 3,800 global clients, including all Global Systemically Important Banks (G-SIBs). Nasdaq Verafin serves over 2,750 North American financial institutions.
• Marketplaces Powered: Powers more than 135 marketplaces (including 19 owned and operated by Nasdaq) and regulators in over 55 countries.
• Competition: Competitors include core banking solution providers, independent solution providers, FinTech start-ups, in-house custom builds, enterprise solution providers, and point solution providers. Differentiated by AI integration, domain-specific intelligence, proprietary algorithms, and deep product integration.

Market Services

Financial Performance:

• Revenue: $4,214 million (+11.7% YoY)
• Revenues less transaction-based expenses: $1,201 million (+17.7% YoY)
• Operating Margin: 63.6% ($764 million Operating Income / $1,201 million Revenue less transaction-based expenses)
• Key Growth Drivers: Higher U.S. and European industry trading volumes, higher market share and usage volume for U.S. Tape plans, and increased Nordic equity derivatives and Canadian cash equity revenues. Partially offset by lower capture and lower overall U.S. matched market share executed on Nasdaq’s exchanges.

Product Portfolio:

• U.S. Equity Derivative Trading: Six options exchanges (Nasdaq PHLX, The Nasdaq Options Market, Nasdaq BX Options, Nasdaq ISE, Nasdaq GEMX, Nasdaq MRX) facilitating trading of equity, ETF, index, and foreign currency options.
• Cash Equity Trading: Three U.S. cash equity exchanges (The Nasdaq Stock Market, Nasdaq BX, Nasdaq PSX) for Nasdaq-listed and non-Nasdaq-listed securities. Canadian exchange with three independent markets (Nasdaq Canada CXC, Nasdaq Canada CX2, Nasdaq Canada CXD). Nasdaq Nordic and Nasdaq Baltic exchanges for cash equities, depository receipts, warrants, convertibles, rights, fund units, and ETFs.
• U.S. Tape plans: Revenue from consolidated data products for U.S.-listed securities.
• Other: Nordic fixed income trading & clearing (largest bond listing venue in the Nordics with over 6,000 listed bonds), Nordic derivatives, and Canadian cash equities trading. Nasdaq Clearing offers CCP clearing services for various derivatives and repurchase agreements.

Market Dynamics:

• U.S. Equity Options: Total matched market share executed on Nasdaq’s exchanges was 29.1% in 2025 (down from 29.8% in 2024). Total industry average daily volume was 55.8 million in 2025 (up from 44.4 million in 2024).
• U.S. Cash Equities: Total matched market share executed on Nasdaq’s exchanges was 14.2% in 2025 (down from 15.6% in 2024). Total industry average daily share volume was 17.6 billion in 2025 (up from 12.2 billion in 2024). Market share reported to the FINRA/Nasdaq Trade Reporting Facility was 47.8% in 2025 (up from 44.3% in 2024).
• Nordic and Baltic Securities: Total market share executed on Nasdaq’s exchanges was 72.2% in 2025 (down from 72.6% in 2024). Average daily number of equity trades was 710,314 (up from 651,455 in 2024).
• Competition: Intense competition in North America and Europe from other exchange operators (e.g., Cboe Global Markets, Inc., Miami International Holdings, Inc., Intercontinental Exchange, Inc., Members Exchange, BOX Options Market, Toronto Stock Exchange, Euronext N.V., Deutsche Börse AG, London Stock Exchange Group plc), Alternative Trading Systems (ATSs), Multilateral Trading Facilities (MTFs), and broker-owned trading systems.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: $616 million (7,202,346 shares) in 2025, including repurchases under Accelerated Share Repurchase (ASR) agreements. Remaining authorized amount under the existing share repurchase program was $1.1 billion as of December 31, 2025.
• Dividend Payments: $601 million in 2025.
• Dividend Yield: Not explicitly stated, but cash dividends declared per common share were $1.05 in 2025.
• Future Capital Return Commitments: Board approved a regular quarterly cash dividend of $0.27 per share in January 2026, payable March 30, 2026.

Balance Sheet Position:

• Cash and Cash Equivalents: $604 million
• Total Debt: $9,004 million (Short-term debt: $431 million; Long-term debt: $8,573 million)
• Net Cash Position: -$8,390 million (Cash and cash equivalents - Total Debt)
• Credit Rating: Rated investment grade by two major rating agencies.
• Debt Maturity Profile (as of December 31, 2025):
  • <1 year: $760 million
  • 1-3 years: $1,415 million
  • 3-5 years: $1,952 million
  • 5+ years: $10,113 million
  • Weighted average interest rate on debt obligations was approximately 3.7% as of December 31, 2025.

Cash Flow Generation:

• Operating Cash Flow: $2,255 million
• Free Cash Flow: $1,989 million (Operating Cash Flow - Capital Expenditures of $266 million)
• Cash Conversion Metrics: Not explicitly detailed in the provided text.

Operational Excellence

Production & Service Model: Nasdaq operates a technology platform that delivers scalable, interoperable solutions for market operators, enabling innovation and resilience. It provides cloud-based solutions (e.g., eVestment, Nasdaq Verafin, AxiomSL SaaS, Surveillance SaaS, Calypso as a fully managed service on AWS) and on-premises offerings. The company is actively migrating its exchanges and non-exchange workloads to the cloud through a partnership with AWS, leveraging its Fusion technology platform for common platform deployment across derivatives markets.

Supply Chain Architecture: Key Suppliers & Partners:

• Cloud Services: Amazon Web Services (AWS) - strategic technology partner for cloud infrastructure, exchange migration, and managed services deployment (e.g., Calypso).
• Regulatory Services: FINRA - provides certain regulatory services to Nasdaq's U.S. markets, including some trading activity regulation, surveillance, and investigative functions.

Facility Network:

• Manufacturing: Not applicable as Nasdaq is a technology and market operator.
• Research & Development: Leased facilities globally, with a focus on AI development and cloud-native solutions (e.g., Eqlipse platform).
• Distribution: Leased facilities globally, including data centers and disaster preparedness facilities. Expanded colocation facility to meet growing demand for proximity to Nasdaq trading systems, offering wider services including liquid cooling.

Operational Metrics:

• Employee Engagement: 81% favorable in 2025 (top 10% of tech companies), with a 94% participation rate in biannual surveys.
• Workforce Voluntary Attrition Rate: Approximately 5.6% in 2025 (nearly one percentage point lower than 2024).
• Cybersecurity Certifications: 18 System and Organization Controls Type 2 (SOC 2) certifications for information security and infrastructure. ISO 27001 certified for Information Security Management System.

Market Access & Customer Relationships

Go-to-Market Strategy: Nasdaq's "One Nasdaq" go-to-market strategy consolidates its divisional structure to meet evolving client demands. It focuses on delivering world-leading platforms that advance liquidity, transparency, and integrity. Distribution Channels:

• Direct Sales: Enterprise sales force for corporate solutions, analytics, and financial technology offerings.
• Channel Partners: Not explicitly detailed, but implies partnerships with data distributors and other market participants.
• Digital Platforms: Online sales channels and e-commerce initiatives for data products (e.g., Nasdaq Data Link), cloud-based solutions (e.g., Nasdaq Verafin, AxiomSL SaaS, Calypso on AWS).

Customer Portfolio: Enterprise Customers:

• Tier 1 Clients: All Global Systemically Important Banks (G-SIBs) are clients of the Financial Technology segment.
• Strategic Partnerships: Collaborations with AWS for cloud infrastructure and managed services.
• Customer Concentration: Revenues from Market Services businesses receive revenues from a relatively small number of customers concentrated in the financial industry. No single customer accounted for 10.0% or more of total revenues in 2025, 2024, or 2023.

Geographic Revenue Distribution:

• United States: $5,947 million (71.9% of total revenues)
• All other countries: $2,315 million (28.1% of total revenues)
• Growth Markets: Emerging markets in the Middle East, Latin America, and Africa for market technology solutions.

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The industries Nasdaq operates in are highly competitive, characterized by rapidly changing technology, evolving industry and regulatory standards, frequent product enhancements, and changing customer demands. Modernization and globalization have led to greater capital mobility and international participation, intensifying competition among exchanges and execution venues. Regulatory changes (e.g., MiFID II, MiFIR, SEC rules) facilitate new entrants and impact pricing structures for data and transactions.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors:

• Exchanges/Trading Venues: NYSE, Cboe Global Markets, Inc., Miami International Holdings, Inc., Intercontinental Exchange, Inc., Members Exchange, BOX Options Market, Toronto Stock Exchange, Euronext N.V., Deutsche Börse AG, London Stock Exchange Group plc, The Investors Exchange, Long Term Stock Exchange, TXSE Group.
• Data/Index Providers: S&P Dow Jones Indices, MSCI, FTSE Russell, other exchanges, third-party vendors.
• Financial Technology: Core banking solution providers, independent solution providers, FinTech start-ups, in-house custom builds, enterprise solution providers, point solution providers (e.g., pricing libraries, post-trade service providers).

Emerging Competitive Threats: New entrants, disruptive technologies (e.g., blockchain-based assets, tokenized securities), alternative solutions (e.g., dark pools, Systematic Internalizers, OTC trading), and competitors leveraging AI more effectively.

Competitive Response Strategy: Nasdaq's strategy includes continuous introduction of new products and enhancements (e.g., extended trading hours, tokenized securities), significant investment in AI and cloud infrastructure, strategic partnerships (e.g., AWS), and M&A activities to expand its technology offerings and client base. It aims to differentiate through superior technology, data, and integrated solutions.

Risk Assessment Framework

Strategic & Market Risks

• Market Dynamics: Business performance is impacted by general economic conditions, inflation, interest rate fluctuations, market volatility, and changes in investment patterns. Weakening global economic conditions could reduce demand for products/services, IPOs, trading volumes, and listed companies.
• Technology Disruption: Rapid technological advances, including AI development and use, and cybersecurity risks, pose challenges. Failure to keep up with changes or successfully implement new platforms could negatively impact competitiveness.
• Customer Concentration: Market Services revenues are concentrated in a relatively small number of financial industry customers, increasing vulnerability to events impacting these customers or the industry.
• Competition: Intense competition across all segments, including product and price competition, from other exchanges, financial services, and technology companies. Failure to compete successfully could adversely affect business.

Operational & Execution Risks

• System Limitations or Failures: Dependence on the integrity and performance of technology, computer, and communications systems. Failures due to human error, electrical disruptions, hardware/software defects, or cyberattacks could lead to service outages, financial losses, and reputational damage.
• Supply Chain Vulnerabilities: Reliance on third parties for regulatory, data center, cloud computing, and other services. Interruptions or failures by these providers could impair services.
• AI Initiatives Risks: Development and deployment of AI (including generative and agentic AI) involve risks related to harmful content, accuracy, bias, discrimination, autonomous decision-making, IP infringement, data privacy, and cybersecurity. Unsuccessful initiatives or negative public perception could harm business and reputation.
• Acquisition Integration: Difficulties in integrating acquired businesses (e.g., Adenza) can lead to complex technological, operational, and personnel challenges, potentially preventing the realization of anticipated benefits and synergies.
• Operational Errors: Risk of error in processing and reporting large numbers of transactions, especially with complex processes or new products, which could result in financial loss or reputational damage.

Financial & Regulatory Risks

• Credit, Liquidity, and Counterparty Risks: Exposure from clearinghouse operations (Nasdaq Clearing) due to potential defaults by clearing members and insufficiencies in margins or default funds. Credit risk from customers and counterparties for transaction and subscription-based revenues.
• Regulatory Compliance: Operates in highly regulated industries (U.S., Canada, Europe) with extensive and changing regulations. Failure to comply can result in censures, fines, enforcement proceedings, and require substantial resources for compliance.
• Regulatory Changes & Market Structure: Regulatory changes (e.g., SEC rules on fees, CAT funding, MiFID II/MiFIR) can materially affect business operations, pricing structures, and market data revenues.
• Litigation Risks: Exposure to substantial liability risks from disputes, system failures, unauthorized transactions, or misleading statements.
• Tax Laws: Changes in tax laws, regulations, or policies could increase taxes or operating expenses, reducing net income or affecting capital allocation.

Geopolitical & External Risks

• Geopolitical Exposure: Operations in various international markets (Northern Europe, Baltics, Middle East, Latin America, Africa, Asia) are subject to political, economic, and social uncertainties, which could adversely affect sales and operations.
• Unforeseen/Catastrophic Events: Risk of business interruption from terrorist attacks, natural disasters, pandemics, extreme weather, or other catastrophic events, especially given concentration in certain geographic areas (e.g., U.S. East Coast, Stockholm).
• Foreign Exchange: Significant exposure to exchange rate movements between the Euro, Swedish Krona, Canadian dollar, and other foreign currencies against the U.S. dollar, impacting translated financial results.

Innovation & Technology Leadership

Research & Development Focus: Nasdaq is committed to the ethical and responsible use of AI, with a focus on amplifying its impact on business and products. Core Technology Areas:

• Artificial Intelligence (AI): Significant investments in generative AI and agentic AI for new product development and existing solutions (investment analytics, investor relations, fraud and anti-money laundering, AI-powered order types, AxiomSL, Calypso, market surveillance, Eqlipse platform).
• Cloud Computing: Strategic partnership with AWS to migrate exchanges and non-exchange workloads to the cloud, aiming for improved performance and flexibility. Development of cloud-native suite (Eqlipse platform) for the full trade lifecycle.
• Blockchain/Digital Assets: Exploring and filing for trading of tokenized equity securities and ETPs, offering services to digital assets exchanges.

Intellectual Property Portfolio: Nasdaq actively creates and maintains a wide array of IP assets, including patents, trademarks, copyrights in software, and trade secrets. Its primary "Nasdaq" mark is registered in over 50 jurisdictions. The company holds rights to patents related to its products, systems, software, and services, but primarily relies on personnel's innovative skills and technical competence.

Technology Partnerships:

• Amazon Web Services (AWS): Strategic partnership for cloud infrastructure, exchange migration, and deploying Nasdaq Calypso as a fully managed service.
• Research Collaborations: Not explicitly detailed, but implies ongoing development with partners for new solutions.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: The company has expanded leadership development offerings, including "Elevate: Empowering Leaders. Driving Impact" and "Accelerating Manager Potential" programs, complemented by peer coaching and executive coaching. Board Composition: The Nominating & Governance Committee has formal responsibility and oversight for corporate sustainability policies and programs. The Audit & Risk Committee provides oversight of cybersecurity risk and receives regular reports from the Chief Information Security Officer.

Human Capital Strategy

Workforce Composition:

• Total Employees: 9,525 full and part-time employees as of December 31, 2025 (up from 9,162 in 2024).
• Geographic Distribution: Global footprint, with employees balancing time between office and remote work.
• Skill Mix: Focus on world-class and innovative talent, with efforts to embed digital skills and AI training into the culture.

Talent Management: Acquisition & Retention:

• Hiring Strategy: Seeks to hire world-class and innovative talent globally.
• Retention Metrics: Workforce voluntary attrition rate was approximately 5.6% in 2025, nearly one percentage point lower than 2024.
• Employee Value Proposition: Offers a comprehensive Total Rewards program including market-competitive base salaries, annual bonuses, equity grants, health and risk insurances, retirement plans, employee stock purchase plan, robust paid time-off (including "flex" days and parental leave), and wellness programs (e.g., Lyra Health).

Diversity & Development:

• Diversity Metrics (as of December 31, 2025): Global female employee base approximately 36%. Minority representation in the U.S. approximately 33%.
• Development Programs: Expanded leadership development offerings ("Elevate," "Accelerating Manager Potential"), peer coaching, executive coaching, AI training and enablement programs, eLearning platforms, tuition assistance, external training sponsorship, and mentoring programs. AI-driven Career Hub supports internal mobility.
• Culture & Engagement: Guided by Employee Experience, Cultural Alignment, and Business Integration pillars. Achieved a record-high employee engagement score of 81% favorable in 2025.

Environmental & Social Impact

Environmental Commitments: Climate Strategy:

• Emissions Targets: Working towards short- and long-term net-zero science-based targets, updated and validated in 2025 to reflect the Adenza acquisition.
• Carbon Neutrality: Not explicitly stated as achieved, but committed to decarbonization and climate strategy.
• Renewable Energy: Not explicitly detailed, but part of efforts to reduce environmental impact.

Supply Chain Sustainability:

• Supplier Engagement: Requested leading suppliers to attest to its Supplier Code of Ethics in 2025, encouraging sustainability and environmental practices. New suppliers are required to attest.
• Responsible Sourcing: Not explicitly detailed beyond supplier engagement.

Social Impact Initiatives:

• Community Investment: "Purpose" initiative includes philanthropic, community outreach, entrepreneurial support, and employee volunteerism programs. Employees receive two paid volunteer days per year. Matches charitable donations up to $1,000 (or more in certain cases). In 2025, employees raised over $580,000 for over 800 charities. Hosted "Nasdaq Month of Impact" and the third annual Economic Opportunity Summit.
• Product Impact: Sustainability-focused solutions centered around regulatory and climate workflows, AI-powered insights, and in-house expertise to help clients achieve sustainability goals.

Business Cyclicality & Seasonality

Demand Patterns:

• Seasonal Trends: Not explicitly detailed, but the business performance is impacted by general market conditions, interest rate fluctuations, and market volatility.
• Economic Sensitivity: Revenues are directly affected by economic, political, and market conditions, broad trends in business and finance, and overall investor confidence. Declines in trading volumes, values, or listings due to economic weakness can negatively impact revenues.
• Industry Cycles: The number of listings is influenced by investor demand, global economy, and financing availability. Demand for Financial Technology offerings is influenced by regulatory changes and clients' financial strength and growth plans.

Planning & Forecasting: Not explicitly detailed in the provided text.

Regulatory Environment & Compliance

Regulatory Framework: Nasdaq operates in highly regulated industries in the U.S., Canada, and Europe, subject to extensive oversight by various authorities (e.g., SEC, FINRA, CFTC, Canadian Securities Administrators, European Commission, SFSA, Bank of England). Industry-Specific Regulations:

• U.S.: National Securities Exchanges (SROs) registered with the SEC, subject to Exchange Act, Regulation NMS, Options Intermarket Linkage Plan, Regulation SCI. Broker-dealer subsidiaries (Nasdaq Execution Services, NFSTX, LLC, Nasdaq Capital Markets Advisory LLC) regulated by SEC, FINRA, state regulators. Registered Investment Advisor subsidiary (Nasdaq Dorsey Wright) regulated by SEC under Investment Advisers Act of 1940.
• Europe: Subject to MiFID II, MiFIR, European Union’s Market Abuse Regulation, Benchmarks Regulation, and Digital Operational Resilience Act (DORA). Local regulations apply to exchanges in Nordic and Baltic countries. Nasdaq Clearing is licensed as a CCP under EMIR and supervised by the SFSA.
• Canada: Regulated by Canadian Securities Administrators, subject to exchange recognition orders and national marketplace instruments.

Trade & Export Controls:

• Export Restrictions: Subject to economic sanctions (e.g., U.S. Office of Foreign Assets Control) and export controls.
• Sanctions Compliance: Maintains compliance programs to prevent and detect potential violations.

Legal Proceedings:

• European Commission Matter: In September 2024, the EC conducted an inspection related to potential competition law concerns regarding Nordic financial derivatives trading. In November 2025, the EC opened a formal antitrust investigation into Nasdaq and Deutsche Börse for alleged coordination in listing, trading, and clearing of financial derivatives in the European Economic Area. Nasdaq is cooperating but the duration, outcome, and potential fines are uncertain.
• Other Matters: Routinely discusses matters with regulators. Management believes potential censures, fines, or penalties from ongoing examinations will not have a material impact on financial position or results of operations.

Tax Strategy & Considerations

Tax Profile:

• Effective Tax Rate: 16.7% in 2025 (down from 23.1% in 2024).
• Geographic Tax Planning: Undistributed earnings of certain non-U.S. subsidiaries are not considered indefinitely reinvested.
• Tax Reform Impact: The One Big Beautiful Bill Act signed in July 2025 did not have a material tax impact.
• Income Taxes Paid (2025): Federal $107 million, State and local $72 million, Foreign $194 million (Australia $18 million, Canada $100 million, Sweden $33 million, Other $43 million).

Insurance & Risk Transfer

Risk Management Framework: Nasdaq utilizes widely-accepted methods to identify, assess, monitor, and manage risks, reviewed regularly by management and the board of directors. The Global Risk Management Committee oversees risk management methods. Insurance Coverage: Nasdaq maintains a cybersecurity and information security risk insurance policy. Risk Transfer Mechanisms:

• Clearing Operations: Nasdaq Clearing acts as a Central Counterparty (CCP), guaranteeing cleared contracts and assuming counterparty risk. It enforces minimum financial criteria for clearing membership, requires collateral, and maintains established risk policies and clearing capital resources. It also has a power of assessment and a liability waterfall to cover defaulting member losses.
• Routing Brokerage Activities: Nasdaq Execution Services provides guarantees to securities clearinghouses and exchanges under standard membership agreements, but believes the potential for material payments is unlikely.