Nasdaq, Inc. · Earnings release

Nasdaq Reports Fourth Quarter and Full Year 2024 Results; A Year of

Strong Financial Performance and Strategic Execution

NEW YORK, January 29, 2025—Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the fourth quarter and full year of

•

2024 net revenues1 were$4.6 billion, or $4.7 billion on a non-GAAP basis2, an increase of 19% over 2023, or up 9% on an

adjusted3 basis. This included Solutions4 revenue increasing 25%, or up 10% on an adjusted basis.

•

Fourth quarter 2024 net revenue was $1.2 billion, an increase of 10% over the

fourth quarter of 2023. This included Solutions revenue increasing 10%, or up 9% on an adjusted basis.

•

Annualized Recurring Revenue (ARR)5 of$2.8 billion increased 7% over the fourth quarter of 2023. Annualized SaaS revenues increased 14% and represented 37% of ARR.

•

Financial Technology revenue of $438 million increased 10% over the fourth

quarter of 2023, or up 7% on an adjusted basis.

•

Index revenue of $188 million grew 29%, with$80 billion of net inflows over the trailing twelve months and $28 billion in the fourth quarter.

•

GAAP diluted earnings per share fell 7% in 2024 and grew 72% in the fourth quarter of 2024. Non-GAAP diluted earnings per share was flat in 2024 and grew 5% in the fourth quarter of 2024, or grew 11% and 10% on organic6 basis, respectively.

•

In the fourth quarter of 2024, the company returned $138 million to shareholders

through dividends. The company also repurchased $181 million of senior unsecured notes in the fourth quarter of 2024.

Fourth Quarter and Full Year 2024 Highlights

(US$ millions, except per share, % changes YoY)

Change %

Adjusted

change3 %

Organic

change %

Change %

Adjusted

change3 %

Organic

change %

GAAP Solutions revenue

$

%

$

%

Non-GAAP Solutions revenue

$

%

9

%

9

%

$

%

%

%

Market Services net revenue

$

8

%

%

8

%

$

3

%

4

%

3

%

GAAP net revenue

$

%

$

%

Non-GAAP net revenue

$

%

%

9

%

$

%

9

%

8

%

GAAP operating income

$

%

$

%

Non-GAAP operating income

$

%

%

%

$

%

%

9

%

ARR

$

7

%

7

%

7

%

$

7

%

7

%

7

%

GAAP diluted EPS

$

%

$

(7

)%

Non-GAAP diluted EPS

$

5

%

%

$

0

%

%

1

Adena Friedman, Chair and CEO said, “2024 was a transformative year for Nasdaq. With the

integration of AxiomSL and Calypso largely complete, we’ve made substantial progress as a scalable platform company. We are executing well across our strategic priorities, including driving cross-sell opportunities, innovating across our

solutions, and expanding client relationships with our One Nasdaq strategy.

Looking to 2025, we are well positioned to provide more value to our clients

while driving profitable and durable growth as the trusted fabric of the world’s financial system.”

Sarah Youngwood, Executive Vice

President and CFO said, “After setting ambitious targets, Nasdaq delivered strong revenue growth and profitability across 2024 and is tracking ahead of schedule against our deleveraging and cost synergy targets.

Our achievements this year reflect our team’s relentless focus on our clients and our ability to deliver outsized, long-term growth within our large and

expanding market opportunity.”

FINANCIAL REVIEW

•

2024 net revenue was $4,649 million, reflecting 19% growth versus the prior year period while non-GAAP net revenue was $4,683 million. Adjusted net revenue growth was 9%.

•

Fourth quarter 2024 net revenue was $1,227 million, reflecting 10% growth versus the prior year period.

Adjusted net revenue growth was also 10%.

•

Solutions revenue was $949 million in the fourth quarter of 2024, up 10% versus the prior year period, or up

9% on an adjusted basis, reflecting strong growth from Index and Financial Technology.

•

ARR grew 7% year over year in the fourth quarter of 2024 with 11% ARR growth for Financial Technology, or 12% on

an organic basis, and 3% ARR growth for Capital Access Platforms.

•

Market Services net revenue was $268 million in the fourth quarter of 2024, up 8% versus the prior year

period, or 12% growth on an adjusted basis. The increase was primarily driven by a $15 million increase in U.S. equity derivatives and a $14 million increase in U.S. cash equities, partly offset by a $4 million decrease in U.S. tape

plan revenue.

•

2024 GAAP operating expenses were $2,851 million, an increase of 23% versus the prior year period. The

increase for the year was due to expenses related to the acquisition of Adenza, which resulted in an incremental $288 million in amortization expense of acquired intangible assets, $220 million of other AxiomSL and Calypso operating

expenses, as well as organic growth driven by increased investments in technology and people to drive innovation and long-term growth, partially offset by lower merger and strategic initiative costs.

•

Fourth quarter 2024 GAAP operating expenses were $710 million, a decrease of 7% versus the prior year

period. The decrease in the fourth quarter was primarily due to lower merger and strategic initiative costs and lower general and administrative expense, partially offset by expenses related to the acquisition of Adenza, which resulted in an

incremental $29 million in amortization expense of acquired intangible assets, $24 million of other AxiomSL and Calypso operating expenses, as well as organic growth driven by increased investments in technology and people to drive

innovation and long-term growth.

2

•

2024 non-GAAP operating expenses were $2,162 million, an increase of

18% over 2023, or 6% growth on an adjusted basis. Fourth quarter 2024 non-GAAP operating expenses were $556 million, reflecting 10% growth versus the prior year period, or 6% growth on an adjusted basis.

The increase for the full year and fourth quarter included $220 million and $24 million, respectively, of AxiomSL and Calypso operating expenses. The increases for the year and quarter on an adjusted basis reflected growth driven by

increased investments in technology and people to drive innovation and long-term growth, as well as increased regulatory costs, partially offset by the benefit of synergies.

•

Cash flow from operations was $705 million for the fourth quarter and $1,939 million for 2024, enabling

the company to make additional progress on its deleveraging plan. In the fourth quarter, the company returned $138 million to shareholders through dividends. The company also repurchased $181 million of senior unsecured notes in the fourth

quarter of 2024. As of December 31, 2024, there was $1.7 billion remaining under the board authorized share repurchase program.

2025 EXPENSE AND TAX GUIDANCE UPDATE7

•

G1The company is initiating its 2025 non-GAAP operating expense guidance at

a range of $2,245 million to $2,325 million, and G2its 2025 non-GAAP tax rate guidance to be in the range of 22.5% to 24.5%.

STRATEGIC AND BUSINESS UPDATES

•

Strong execution across Financial Technology led to double-digit ARR growth in the fourth quarter.Financial Technology ARR growth was up 12% on an organic basis, in the fourth quarter with 120 new clients, 127 upsells, and 4 cross-sells. Division revenue increased 7% on an adjusted basis. Financial Technology had an exceptional year for new

bookings, including a number of sizeable and strategic enterprise deals, underscoring its leadership position and expanding Nasdaq’s right to win across its products. Fourth quarter highlights included:

•

Financial Technology continued its international expansion with several strategic enterprise deals. In the

fourth quarter, Nasdaq signed a long-term agreement to provide a future-proof, regulatory management solution through AxiomSL to AuRep, a collaborative joint venture of banks and financial service providers in Austria. The companies will provide

additional details on this important partnership in the coming weeks. AxiomSL also secured an upsell with Société Générale to manage its domestic regulatory reporting needs. During the quarter, Calypso also expanded its

reach with international customers through upsells with a large European bank and a Middle Eastern bank.

•

Financial Crime Management Technology generated 23% ARR growth with 114% net revenue retention. In the

fourth quarter, Nasdaq Verafin added 102 new SMB clients, completed a new cross-sell with a Tier 1 bank, and launched in Europe. Nasdaq Verafin’s data consortium continues to benefit from strong growth in its client base, which now represents

nearly $10 trillion in assets.

3

•

AxiomSL and Calypso accelerated cloud bookings. Cloud bookings as a percent of AxiomSL and Calypso’s

combined new annual contract value was 52% for 2024 and 60% in the fourth quarter, increasing the combined business’ cloud mix of ARR to 27% at year end.

•

Index delivered another quarter of outstanding performance benefiting from its growth strategy across

innovation, globalization, and institutional client expansion. In 2024, Nasdaq’s Index business launched a record 116 new products with its clients, more than half of which were international, 27 were within the institutional insurance

annuity space, and 30 were launched in partnership with new Index clients. For the year, the 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 at quarter end.

•

Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number

of IPOs and proceeds raised. For the year, Nasdaq welcomed 180 IPOs, representing $23 billion in total proceeds raised. New listings included 130 operating companies, headlined by Lineage, the largest IPO of the year. In 2024, Nasdaq had an

80% win rate among eligible operating company IPOs in the U.S. In the third quarter, Nasdaq celebrated its 500th listing transfer, bringing the cumulative market capitalization at transfer to nearly $3 trillion. The company had 14 new transfers in

the fourth quarter, including Palantir, the largest transfer on a U.S. exchange in 2024, bringing the total to 30 new switches with over $180 billion in market value for the year.

•

Market Services achieved record fourth quarter and full year net revenue. Fourth quarter net revenue

benefited from momentum in U.S. cash equities, including the Closing Cross reaching a new record in fourth quarter share volume, and record U.S. equity derivatives volumes. 2024 Market Services net revenue growth reflected healthy growth in U.S.

cash equities, with the Closing Cross setting full year records in both share volume and notional value traded, and index options revenue more than doubling.

•

Nasdaq successfully delivered on its 2024 strategic priorities – Integrate, Innovate, Accelerate

– positioning the company to capitalize on opportunities for sustainable, scalable, and resilient growth.

•

Integrate – Nasdaq’s finished the year ahead of its net expense synergy and deleveraging goals.

The company has fully actioned the $80 million net expense synergies goal that was announced with the acquisition of AxiomSL and Calypso, a year ahead of the initial target. Nasdaq is broadening its efficiency program beyond the Financial

Technology division and now expects to action annual cost savings of $140 million by the end of 2025, inclusive of the net expense synergies related to the AxiomSL and Calypso acquisition.

4

•

Innovate – In 2024, Nasdaq demonstrated its innovation leadership with the launch of AI-powered solutions and product enhancements across its divisions. Nasdaq has a robust pipeline of new AI capabilities to deliver through our software and analytics solutions, with several feature launches planned

for 2025. The company has advanced its focus from “exploration and experimentation” to driving “impact” as it targets AI-driven productivity enhancements across the organization.

•

Accelerate – The company continues to make progress on its One Nasdaq strategy, with 17 cross-sell

deals since the Adenza acquisition across solutions such as Nasdaq Surveillance, AxiomSL, and Verafin. Nasdaq remains on track to exceed $100 million in run-rate revenue from cross-sells by the end of

1

Represents revenue less transaction-based expenses.

2

Refer to our reconciliations of U.S. GAAP to non-GAAP Solutions

revenue, net revenue, net income attributable to Nasdaq, diluted earnings per share, operating income, operating expenses and organic impacts included in the attached schedules.

3

Adjusted change reflects AxiomSL and Calypso on a pro forma basis (including ratable revenue recognition for

AxiomSL in 2024 and 2023). Adjusted change also excludes the impacts of foreign currency except for AxiomSL and Calypso, which will be calculated on an organic basis beginning in 2025, and the previously announcedone-time revenue benefits in Market Services in 4Q23 and Index in 1Q24. These results are not calculated, and do not intend to be calculated, in a manner consistent with the pro forma requirements in Article

11 of Regulation S-X. Preparation of this information in accordance with Article 11 would differ from results presented in this earnings release.

4

Constitutes revenue from our Capital Access Platforms and Financial Technology segments.

5

Annualized Recurring Revenue (ARR) for a given period is the current annualized value derived

from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature or where the contract value fluctuates based on defined metrics. ARR is

currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other

companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent

with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components

of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end

of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

6

Organic changes reflect adjustments for: (i) the impact of period-over-period changes in foreign currency

exchange rates, and (ii) the revenue, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture.

7

U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in

quantifying certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business.

5

ABOUT NASDAQ

Nasdaq (Nasdaq: NDAQ) 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. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn,

on X @Nasdaq, or at www.nasdaq.com.

NON-GAAP INFORMATION

In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAPresults of operations, including, but not limited to, non-GAAP Solutions revenue, non-GAAP net revenue, non-GAAP net income

attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that

include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors

with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAPmeasures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Investors should not rely on any single financial

measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial

measures included in this earnings release. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a

more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those noted above, to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when

relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.

Organic revenue and expense growth, organic change and organic impact are non-GAAP measures that reflect

adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenue, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the

date of the acquisition or divestiture. Reconciliations of these measures are described within the body of this release or in the reconciliation tables at the end of this release.

6

Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenue and

expenses are translated using monthly average exchange rates. Certain discussions in this release isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating

results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates.

Restructuring programs: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and

initiated a restructuring program to optimize our efficiencies as a combined organization. We further expanded this program in the fourth quarter of 2024 to accelerate our momentum and further optimize our efficiencies (efficiency program). We have

incurred costs principally related to employee-related costs, contract terminations, real estate impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location

strategy and enhanced AI capabilities. Actions taken as part of this program will be complete by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense

synergies. In October 2022, following our September announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we

expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. We expect

to achieve benefits in the form of both increased customer engagement and operating efficiencies. Costs related to the Adenza restructuring and the divisional alignment programs are recorded as “restructuring charges” in our consolidated

statements of income. We exclude charges associated with these programs for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s

performance between periods.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that

any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to

(i) projections relating to our future financial results, total shareholder returns, growth, dividend program, trading volumes, products and services, ability to transition to new business models or implement our new corporate structure, taxes

and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, environmental,de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government

investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These

factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, geopolitical instability, government and industry regulation, interest rate risk, U.S.

and global competition. Further information on these and other factors are detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and

quarterly reports on Form 10-Q, which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly

update any forward-looking statement, whether as a result of new information, future events or otherwise.

7

WEBSITE DISCLOSURE

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and

for complying with SEC Regulation FD and other disclosure obligations.

Media Relations Contact

Nick Jannuzzi

Nicholas.Jannuzzi.@Nasdaq.com

Investor Relations

Contact

Ato Garrett

Ato.Garrett@Nasdaq.com

NDAQF

8

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(in millions, except per share amounts)

Three Months Ended

Year Ended

(unaudited)

(unaudited)

(unaudited)

Revenues:

Capital Access Platforms

$

$

$

$

Financial Technology

Market Services

Other Revenues

Total revenues

Transaction-based expenses:

Transaction rebates

)

)

)

)

Brokerage, clearance and exchange fees

)

)

)

)

Revenues less transaction-based expenses

Operating Expenses:

Compensation and benefits

Professional and contract services

Technology and communication infrastructure

Occupancy

General, administrative and other

Marketing and advertising

Depreciation and amortization

Regulatory

8

Merger and strategic initiatives

Restructuring charges

Total operating expenses

Operating income

Interest income

8

Interest expense

)

)

)

)

Other income (loss)

7

5

(1

)

Net income (loss) from unconsolidated investees

9

2

(7

)

Income before income taxes

Income tax provision

Net income

Net loss attributable to noncontrolling interests

—

—

2

2

Net income attributable to Nasdaq

$

$

$

$

Per share information:

Basic earnings per share

$

$

$

$

Diluted earnings per share

$

$

$

$

Cash dividends declared per common share

$

$

$

$

Weighted-average common shares outstanding for earnings per share:

Basic

Diluted

Nasdaq, Inc.

Revenue Detail

(in

millions)

Three Months Ended

Year Ended

(unaudited)

(unaudited)

(unaudited)

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

$

$

$

$

Index revenues

Workflow and Insights revenues

Total Capital Access Platforms revenues

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

Regulatory Technology revenues

Capital Markets Technology revenues

Total Financial Technology revenues

MARKET SERVICES

Market Services revenues

Transaction-based expenses:

Transaction rebates

)

)

)

)

Brokerage, clearance and exchange fees

)

)

)

)

Total Market Services revenues, net

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

$

$

$

$

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions)

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

$

Restricted cash and cash equivalents

Default funds and margin deposits

Financial investments

Receivables, net

Other current assets

Total current assets

Property and equipment, net

Goodwill

Intangible assets, net

Operating lease assets

Other non-current assets

Total assets

$

$

Liabilities

Current liabilities:

Accounts payable and accrued expenses

$

$

Section 31 fees payable to SEC

Accrued personnel costs

Deferred revenue

Other current liabilities

Default funds and margin deposits

Short-term debt

Total current liabilities

Long-term debt

Deferred tax liabilities, net

Operating lease liabilities

Other non-current liabilities

Total liabilities

Commitments and contingencies

Equity

Nasdaq stockholders’ equity:

Common stock

6

6

Additional paid-in capital

Common stock in treasury, at cost

)

)

Accumulated other comprehensive loss

)

)

Retained earnings

Total Nasdaq stockholders’ equity

Noncontrolling interests

9

Total equity

Total liabilities and equity

$

$

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Net Income Attributable to Nasdaq and Diluted Earnings Per

Share

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Year Ended

U.S. GAAP net income attributable to Nasdaq

$

$

$

$

Non-GAAP adjustments:

Adenza purchase accounting adjustment(1)

—

—

—

Amortization expense of acquired intangible assets(2)

Merger and strategic initiatives expense(3)

Restructuring charges (4)

Lease asset impairments (5)

—

1

—

Net (income) loss from unconsolidated investees(6)

(9

)

(2

)

)

7

Extinguishment of debt (7)

4

—

4

—

Legal and regulatory matters (8)

2

Pension settlement charge (9)

—

9

9

Other (income) loss (10)

(6

)

3

)

Total non-GAAP adjustments

Non-GAAP adjustment to the income tax provision (11)

)

)

)

)

Tax on intra-group transfer of intellectual property assets (12)

—

—

—

Total non-GAAP adjustments, net of tax

Non-GAAP net income attributable to Nasdaq

$

$

$

$

U.S. GAAP diluted earnings per share

$

$

$

$

Total adjustments from non-GAAP net income above

Non-GAAP diluted earnings per share

$

$

$

$

Weighted-average diluted common shares outstanding for earnings per share:

(1)

During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we

implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial

Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized aone-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. The adjustment of $34 million

reflects the prior year impact of this change.

(2)

We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization

expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations.

(3)

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years which

have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and amount of such expenses vary

significantly based on the size, timing and complexity of the transaction. For the three months and years ended December 31, 2024 and December 31, 2023, these costs primarily relate to the Adenza acquisition. For the year ended

December 31, 2024, these costs were partially offset by a termination payment recognized in the second quarter of 2024 relating to the proposed divestiture of our Nordic power trading and clearing business.

(4)

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved,

committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to

employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In October 2022, following our September 2022 announcement to

realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period.

(5)

During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements

due to our new and evolving work models. As a result, for the year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space,

which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

(6)

We exclude our share of the earnings and losses of our equity method investments. This provides a more

meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.

(7)

For the three months and year ended December 31, 2024, we recorded costs related to the early

extinguishment of debt. This charge is recorded in general, administrative expense in our Condensed Consolidated Statements of Income.

(8)

For the year ended December 31, 2024, these items primarily included the settlement of a Swedish Financial

Supervisory Authority (SFSA) fine and accruals related to certain legal matters. For the three months and year ended December 31, 2023, these charges primarily included accruals related to certain legal matters recorded in general,

administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with insurance recoveries related to legal

matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.

(9)

For the years ended December 31, 2024 and 2023 and for the three months ended December 31, 2023, we

recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss was

recorded in compensation and benefits in the Condensed Consolidated Statements of Income.

For the three months and year ended December 31, 2024, other items include net gains from strategic

investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. For the three months and year ended December 31, 2023, other items included certain financing

costs related to the Adenza acquisition and a net loss from a strategic investments entered into through our corporate venture program.

The non-GAAP adjustment to the income tax provision primarily includes

the tax impact of each non-GAAP adjustment. For the three months and year ended December 31, 2024, we recorded a tax benefit related to return to provision adjustments and release of tax reserves due to

lapse in statute of limitations

For the year ended December 31, 2024, the completion of an intra-group transfer of intellectual property

assets to U.S. headquarters resulted in a net tax expense of $33 million.

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Revenues Less Transaction-Based Expenses

(in millions)

(unaudited)

Year Ended

U.S. GAAP Revenues

Less Transaction-

Based Expenses

Adenza purchase

accounting

adjustment (1)

Non-GAAP Revenues

Less Transaction-

Based Expenses

CAPITAL ACCESS PLATFORMS

$

$

—

$

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

—

Regulatory Technology revenues (1)

Capital Markets Technology revenues

—

Total Financial Technology revenues

SOLUTIONS REVENUES

MARKET SERVICES REVENUES, NET

—

OTHER REVENUES

—

REVENUES LESS TRANSACTION-BASED EXPENSES

$

$

$

(1)

During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we

implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial

Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized aone-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. The adjustment of $34 million

reflects the prior year impact of this change.

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Operating Income and Operating Margin

(in millions)

(unaudited)

Three Months Ended

Year Ended

U.S. GAAP operating income

$

$

$

$

Non-GAAP adjustments:

Adenza purchase accounting adjustment(1)

—

—

—

Amortization expense of acquired intangible assets(2)

Merger and strategic initiatives expense(3)

Restructuring charges (4)

Lease asset impairments (5)

—

1

—

Extinguishment of debt (6)

4

—

4

—

Legal and regulatory matters (7)

2

Pension settlement charge (8)

—

9

9

Other loss

1

5

3

7

Total non-GAAP adjustments

Non-GAAP operating income

$

$

$

$

U.S. GAAP revenues less transaction-based expenses

$

$

$

$

Non-GAAP revenues less transaction-based expenses

$

$

$

$

U.S. GAAP operating margin(9)

%

%

%

%

Non-GAAP operating margin (10)

%

%

%

%

Note:

The current period percentages are calculated based on exact dollars, and therefore may not recalculate exactly

using rounded numbers as presented in US$ millions.

(1)

During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we

implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial

Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized aone-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. The adjustment of $34 million

reflects the prior year impact of this change.

(2)

We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization

expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations.

(3)

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years which

have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and amount of such expenses vary

significantly based on the size, timing and complexity of the transaction. For the three months and years ended December 31, 2024 and December 31, 2023, these costs primarily relate to the Adenza acquisition. For the year ended

December 31, 2024, these costs were partially offset by a termination payment recognized in the second quarter of 2024 relating to the proposed divestiture of our Nordic power trading and clearing business.

(4)

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved,

committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to

employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In October 2022, following our September 2022 announcement to

realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period.

(5)

During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements

due to our new and evolving work models. As a result, for the year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space,

which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

(6)

For the three months and year ended December 31, 2024, we recorded costs related to the early

extinguishment of debt. This charge is recorded in general, administrative expense in our Condensed Consolidated Statements of Income.

(7)

For the year ended December 31, 2024, these items primarily included the settlement of a SFSA fine and

accruals related to certain legal matters. For the three months and year ended December 31, 2023, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional

and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with insurance recoveries related to legal matters recorded in general, administrative and other

expense and professional and contract services expense in our Condensed Consolidated Statements of Income.

(8)

For the years ended December 31, 2024 and 2023 and for the three months ended December 31, 2023, we

recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss was

recorded in compensation and benefits in the Condensed Consolidated Statements of Income.

(9)

U.S. GAAP operating margin equals U.S. GAAP operating income divided by revenues less transaction-based

expenses.

Non-GAAP operating margin equalsnon-GAAP operating income divided by non-GAAP revenues less transaction-based expenses.

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Operating Expenses

(in millions)

(unaudited)

Three Months Ended

Year Ended

U.S. GAAP operating expenses

$

$

$

$

Non-GAAP adjustments:

Amortization expense of acquired intangible assets(1)

)

)

)

)

Merger and strategic initiatives expense(2)

)

)

)

)

Restructuring charges (3)

)

)

)

)

Lease asset impairments (4)

—

(1

)

—

)

Extinguishment of debt (5)

(4

)

—

(4

)

—

Legal and regulatory matters (6)

(2

)

)

)

)

Pension settlement charge (7)

—

(9

)

)

(9

)

Other (loss)

(1

)

(5

)

(3

)

(7

)

Total non-GAAP adjustments

)

)

)

)

Non-GAAP operating expenses

$

$

$

$

(1)

We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization

expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations.

(2)

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years which

have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and amount of such expenses vary

significantly based on the size, timing and complexity of the transaction. For the three months and years ended December 31, 2024 and December 31, 2023, these costs primarily relate to the Adenza acquisition. For the year ended

December 31, 2024, these costs were partially offset by a termination payment recognized in the second quarter of 2024 relating to the proposed divestiture of our Nordic power trading and clearing business.

(3)

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved,

committed to and initiated a restructuring program to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to

employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In October 2022, following our September 2022 announcement to

realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period.

(4)

During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements

due to our new and evolving work models. As a result, for the year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space,

which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

(5)

For the three months and year ended December 31, 2024, we recorded costs related to the early

extinguishment of debt. This charge is recorded in general, administrative expense in our Condensed Consolidated Statements of Income.

(6)

For the year ended December 31, 2024, these items primarily included the settlement of a SFSA fine and

accruals related to certain legal matters. For the three months and year ended December 31, 2023, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional

and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with insurance recoveries related to legal matters recorded in general, administrative and other

expense and professional and contract services expense in our Condensed Consolidated Statements of Income.

(7)

For the years ended December 31, 2024 and 2023 and for the three months ended December 31, 2023, we

recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss was

recorded in compensation and benefits in the Condensed Consolidated Statements of Income.

Nasdaq, Inc.

Reconciliation of Adjusted Impacts for U.S. Non-GAAP Revenues less transaction-based expenses, Non-GAAP Operating Expenses,

Non-GAAP Operating Income,

and Non-GAAP Operating Margin

(in millions)

(unaudited)

Three Months Ended

Total Variance

FX & Other (2)

Adjusted YoY

Non-GAAP

Non-GAAP

Adenza

Pro Forma (1)

$

%

$

$

%

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

$

$

$

—

$

$

3

2

%

$

—

$

3

2

%

Index revenues

—

%

—

%

Workflow and insights revenues

—

5

4

%

—

5

4

%

Total Capital Access Platforms revenues

—

%

—

%

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

—

%

—

%

Regulatory Technology revenues

)

4

5

%

(1

)

5

6

%

Capital Markets Technology revenues

4

%

—

4

%

Total Financial Technology revenues

7

%

(1

)

7

%

Non-GAAP Solutions revenues (3)

9

%

(1

)

9

%

Market Services, net revenues

—

8

%

(8

)

%

Other revenues

—

—

(1

)%

—

—

(2

)%

Non-GAAP Revenues less transaction-based

expenses

9

%

(9

)

%

Non-GAAP operating expenses

5

%

(3

)

6

%

Non-GAAP operating income

$

$

$

)

$

$

%

$

(6

)

$

%

Non-GAAP operating margin

%

%

%

Year Ended

Total Variance

FX & Other (2)

Adjusted YoY

Non-GAAP

Non-GAAP

Adenza

Pro Forma (1)

$

%

$

$

%

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

$

$

$

—

$

$

5

1

%

$

—

$

5

1

%

Index revenues

—

%

%

Workflow and insights revenues

—

4

%

1

4

%

Total Capital Access Platforms revenues

—

%

%

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

—

%

—

%

Regulatory Technology revenues

7

%

1

7

%

Capital Markets Technology revenues

8

%

1

8

%

Total Financial Technology revenues

%

2

%

Non-GAAP Solutions revenues (3)

%

%

Market Services, net revenues

—

3

%

(8

)

4

%

Other revenues

—

(3

)

(9

)%

(2

)

(1

)

(5

)%

Non-GAAP Revenues less transaction-based

expenses

9

%

9

9

%

Operating expenses

6

%

(4

)

6

%

Operating income

$

$

$

$

$

%

$

$

%

Operating margin

%

%

%

(1)

Includes the pro forma results for AxiomSL and Calypso and are presented assuming AxiomSL and Calypso were

included in the entire prior year quarterly and full year results and revenue for AxiomSL on-premises contracts were recognized ratably for 2024 and 2023.

(2)

Reflects the impacts from changes in foreign currency exchange rates (except for AxiomSL and Calypso, which

will be calculated on an organic basis beginning in 2025) and the exclusion of a non-recurring payment received in 4Q23 recorded within our Market Services business. In addition, the full year also excludes

the impact of a one-time revenue benefit related to a legal settlement to recoup revenue recorded within Index in 1Q24.

(3)

Represents Capital Access Platforms and Financial Technology Segments.

Note:

The pro forma results above are not calculated, and do not intend to be calculated, in a manner consistent with

the pro forma requirements in Article 11 of Regulation S-X. Preparation of this information in accordance with Article 11 would differ from results presented in this press release. The current period

percentages are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in US$ millions.

Nasdaq, Inc.

Reconciliation of Organic Impacts for U.S. Non-GAAP Revenues less transaction-based expenses, Non-GAAP Operating Expenses,

Non-GAAP Operating Income,

and Non-GAAP Diluted Earnings Per Share

(in millions)

(unaudited)

Three Months Ended

Total Variance

Other Impacts (1)

Organic Impact (2)

Non-GAAP

Non-GAAP

$

%

$

%

$

%

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

$

$

$

3

2

%

$

—

—

%

$

3

2

%

Index revenues

%

—

—

%

%

Workflow and Insights revenues

5

4

%

—

—

%

5

4

%

Total Capital Access Platforms revenues

%

—

—

%

%

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

%

—

—

%

%

Regulatory Technology revenues

)

)%

)

)%

3

4

%

Capital Markets Technology revenues

%

%

5

%

Total Financial Technology revenues

%

3

%

7

%

Non-GAAP Solutions revenues (3)

%

1

%

9

%

Market Services, net revenues

8

%

—

—

%

8

%

Other revenues

—

(1

)%

—

—

%

—

(2

)%

Non-GAAP Revenues less transaction-based

expenses

$

$

$

%

$

1

%

$

9