Nasdaq, Inc. · Earnings release

Nasdaq Reports First Quarter 2025 Results; Diversified Business Model Driving Broad-Based Revenue Growth

NEW YORK, April 24, 2025—Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the first quarter of 2025.

•

First quarter 2025 net revenue1 was$1.2 billion, an increase of 11% over the first quarter of 2024, or up 12.5% on an adjusted2 basis. This included Solutions3 revenue growing 9%, or up 11% on an adjusted basis.

•

Annualized Recurring Revenue (ARR)4 of$2.8 billion increased 8% over the first quarter of 2024, or up 9% on an organic basis. Annualized SaaS revenue increased 14% and represented 37% of ARR.

•

Financial Technology revenue of $432 million increased 10% over the first

quarter of 2024 with Financial Crime Management Technology revenue up 21%.

•

Index revenue of $193 million grew 14%, or 26% on an adjusted basis, with$86 billion of net inflows over the trailing twelve months and $27 billion in the first quarter of 2025.

•

GAAP diluted earnings per share grew 69% in the first quarter of 2025.Non-GAAP5 diluted earnings per share grew 24% in the first quarter of 2025.

•

In the first quarter of 2025, the company returned $138 million to shareholders through

dividends and $115 million through repurchases of common stock. The company also repurchased $279 million of senior unsecured notes in the quarter.

First Quarter 2025 Highlights

(US$ millions, except per share)

YoY change %

Adjusted YoY

change %

Organic6 YoY

change %

Solutions revenue

$

9

%

%

9

%

Market Services net revenue

$

%

%

%

Net revenue

$

%

%

%

Non-GAAP operating income

$

%

%

%

ARR

$

8

%

9

%

9

%

GAAP diluted EPS

$

%

Non-GAAP diluted EPS

$

%

%

1

Adena Friedman, Chair and CEO said, “Nasdaq’s first quarter results underscore the

resilience of our business model and our ability to deliver growth across our divisions in a rapidly shifting environment.

As a trusted partner and

platform company, we are empowering our clients to address their most pressing risks and challenges and confidently navigate complex macroeconomic conditions. With our portfolio of complementary, mission-critical solutions, we are well-positioned to

deliver sustainable growth through 2025 and the medium-term.”

Sarah Youngwood, Executive Vice President and CFO said, “Nasdaq delivered

one of its strongest quarters yet, with all three divisions achieving robust revenue growth and contributing to stellar EPS growth. We demonstrated strong operating leverage and our high level of cash flow enabled us to make meaningful progress on

our capital allocation strategy of investing in organic growth, reducing debt, and repurchasing shares.

We are grateful for our clients’ trust and

remain focused on supporting them in these times of uncertainty, executing on our growth opportunities, and continuing to delever while making focused strategic investments to capitalize on our compelling organic growth opportunity.”

FINANCIAL REVIEW

•

First quarter 2025 net revenue was $1,237 million, reflecting 11% growth versus the prior year period.

Adjusted net revenue growth was 12.5%.

•

Solutions revenue was $947 million in the first quarter of 2025, up 9% versus the prior year period, or up

11% on an adjusted basis, reflecting strong growth from Index and Financial Technology.

•

ARR grew 8% year-over-year, or 9% on an organic basis, in the first quarter of 2025 with 11% ARR growth for

Financial Technology, or 12% on an organic basis, and 5% ARR growth for Capital Access Platforms.

•

Market Services net revenue was $281 million in the first quarter of 2025, up 19% versus the prior year

period.

•

First quarter 2025 GAAP operating expenses were $690 million, a decrease of 3% versus the prior year period.

The decrease in the first quarter was primarily due to lower expenses related to general and administrative expenses, lower restructuring costs, and lower compensation and benefits, partially offset by an increase in merger and strategic initiative

costs.

•

First quarter 2025 non-GAAP operating expenses were $555 million,

reflecting 6% growth versus the prior year period, or 7% growth on an organic basis. The organic increase for the quarter reflected growth driven by increased investments in technology and people to drive innovation and long-term growth, partially

offset by the benefit of synergies.

•

Cash flow from operations was $663 million for the first quarter enabling the company to make continued

progress on its deleveraging plan. In the first quarter of 2025, the

2

company returned $138 million to shareholders through dividends and $115 million through repurchases of common stock. As of March 31, 2025, there was $1.6 billion remaining

under the board authorized share repurchase program. The company also repurchased $279 million of senior unsecured notes for a net purchase price of $257 million in the first quarter of 2025.

2025 EXPENSE AND TAX GUIDANCE UPDATE7

•

G1The company is updating its 2025 non-GAAP operating expense guidance to a

range of $2,265 million to $2,325 million, and is G2maintaining its 2025 non-GAAP tax rate guidance in the range of 22.5% to 24.5%.

STRATEGIC AND BUSINESS UPDATES

•

Financial Technology delivered durable and broad-based ARR growth. The One Nasdaq go to market strategy is

elevating client engagement and driving product adoption resulting in robust ARR growth. FinTech ARR grew 12% on an organic basis in the first quarter with 40 new clients, 92 upsells, and 2 cross-sells. First quarter highlights included:

•

Financial Crime Management Technology revenue growth reflects momentum across both enterprise and small-and-medium bank (SMB) clients. Nasdaq Verafin secured several strategic first quarter wins including a cross-sell to a Tier 2 AxiomSL client and an upsell to a Tier

2 bank client, reflecting early progress on its land and expand enterprise client strategy. The business also added 35 new SMB clients in the first quarter, a 25% increase in new client signings over the prior year quarter. Nasdaq Verafin’s

ongoing client growth is contributing to the growth and power of its data consortium, which now includes clients holding more than $10 trillion in total assets.

•

Regulatory Technology achieved solid ARR growth as our solutions helped clients navigate elevated market

activity. AxiomSL signed a new large digital bank client and continued its momentum with existing clients with 22 upsells in the first quarter, including a strategic deal with a large Tier 1 U.S. financial institution. The Tier 1 client expanded

its suite of AxiomSL services by incorporating a broker-dealer solution alongside their existing U.S., European, and Asian reporting modules. Surveillance signed 4 new clients in the quarter, including a European regulator, a crypto marketplace, an

energy trading firm, and a broker-dealer.

•

Capital Markets Technology signed multiple strategic deals amid the market modernization megatrend. Strong

execution and secular tailwinds are fueling new wins across the subdivision with Calypso completing 25 upsells and Market Technology signing 17 upsells in the first quarter. Market Technology also had a cross-sell to nuam, a consolidated market

operator spanning Peru, Chile, and Colombia. In the first quarter, nuam selected Nasdaq’s newly launched trade, clearing, and central securities depositories (CSD) intelligence solution after signing Nasdaq’s Trade Multi Matching Engine in

late 2023 and its member countries standardizing on Nasdaq’s CSD platform in December 2024.

3

•

Investments in Index powered alpha-driven revenue growth. Index had $27 billion in net

inflows in the first quarter with average ETP AUM reaching $662 billion, to achieve a sixth consecutive record quarter, despite a more volatile market backdrop. Index’s performance reflects ongoing execution of its growth strategy of new

product innovation, international diversification, and institutional client expansion. In the first quarter, Nasdaq launched 30 new Index products, including 10 international products, 7 in the institutional insurance annuity space, and 16 launched

in partnership with new Index clients. New product launches have been a strong growth driver for Index and products launched since 2020 have accounted for 33% of net inflows over the last 5 years.

•

Nasdaq maintained listing leadership and passed $3 trillion of market value in cumulative transfers.During the quarter, Nasdaq welcomed 45 operating company listings that raised nearly $5 billion of proceeds, contributing to an 82% win rate of eligible operating companies in the quarter. First quarter wins included 3 of the quarter’s top

5 offerings, CoreWeave, SailPoint, and Smithfield Foods. In the first quarter, the company exceeded $3 trillion in combined market value for total listing transfers since Nasdaq first launched its switch program in 2005. Nasdaq welcomed 7

high-profile transfers in the quarter, including Shopify, Thomson Reuters, and Domino’s Pizza, that added over $230 billion in market value.

•

Market Services delivered record net revenues with record cash equities and derivatives volumes in the U.S.Within the recent market volatility, Nasdaq achieved U.S. record volumes in cash equities and equity options, including index options, in the first quarter. Nasdaq also extended its leadership inon-exchange trading with U.S. cash equities market share increasing year-over-year and sequentially. During the first quarter, Nasdaq’s North American markets experienced extraordinary message traffic,

which reached a record of more than 425 billion messages8 in a day.

•

Nasdaq aims to expand U.S. market access to 24/5 trading in the second half of 2026. The planned launch of24-hour trading on the Nasdaq Stock Market will broaden investor access and wealth-building opportunities globally, including in Asia, where demand for Nasdaq-listed stocks is accelerating. Nasdaq’s

timeline is subject to regulatory approval and alignment with the industry participants.

•

Nasdaq and Amazon Web Services signed an enhanced agreement to amplify their prior partnership. The

partnership aims to benefit both the Market Services and Financial Technology divisions and advance Nasdaq’s vision to be the trusted fabric of the world’s financial system. Nasdaq plans to offer its financial services clients new

cloud-based solutions in phases. The initial phase focuses on providing market operators with public and hybrid cloud infrastructure, software, and services offerings that mitigate transformation risk, retain data sovereignty, and optimize

performance, latency, security, and resilience. Nasdaq’s Nordic markets will be among the first markets to leverage the infrastructure powered by the new partnership, subject to regulatory approval. Nasdaq also has expanded its modernization

partnerships with both the Johannesburg Stock Exchange (JSE) and Mexico’s Grupo BMV.

4

•

Nasdaq is executing on its 2025 strategic priorities — Integrate, Innovate, Accelerate —

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

•

Integrate – Nasdaq is on track to action its $140 million expanded net expense efficiency

program by year-end, with over $100 million actioned as of the end of the first quarter. Moody’s upgraded Nasdaq’s senior unsecured debt rating from Baa2 to Baa1 on March 31.

•

Innovate – Nasdaq continued to amplify innovation across the company as the team rolled out new AI-powered features to our solutions and product offerings and launched new Index products. Client usage of Nasdaq Verafin’s Co-Pilot tool grew 20% sequentially in the

first quarter, highlighting the value and efficiency the offering provides to clients. Currently, more than 1,200 clients are leveraging the co-pilot to expedite their alert reviews.

•

Accelerate – The company continues to execute on its One Nasdaq strategy securing 19 cross-sell wins

since the Adenza acquisition across key solutions including Surveillance, AxiomSL, and Verafin. Nasdaq remains on track to surpass $100 million in run-rate revenue from cross-sells by the end of 2027. At

the end of the first quarter, cross-sells accounted for over 15% of Financial Technology’s sales pipeline.

1

Represents revenue less transaction-based expenses.

2

Adjusted period over period change reflects non-GAAP results,

adjusted to include revenue for AxiomSL on-premises contracts to reflect adjustment for ratable recognition for 1Q24 and to exclude the impacts of foreign currency and the previously announced one-time revenue benefit in our Index business in 1Q24.

3

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

4

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.

5

5

Refer to our reconciliations of U.S. GAAP to non-GAAP net income

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

6

Organic changes (i) reflect adjustments to remove the impact of period-over-period changes in foreign

currency exchange rates and (ii) includes revenue for AxiomSL on-premises contracts to reflect adjustment for ratable recognition for 1Q24. As it relates to ARR, organic changes only exclude the impact of

period-over-period changes in foreign currency exchange rates as the AxiomSL ratable recognition adjustment had no impact on ARR.

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.

8

Message count represents the number of records across Nasdaq’s U.S. Options, U.S. and Canadian equities

markets, trade reporting facilities, and bond exchange that are recorded into Nasdaq’s data warehouse on a daily basis.

6

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 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-GAAP measures 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.

7

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, asset 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 realignment program with a focus on realizing the full potential of this structure. As of September 30, 2024, we completed

our divisional realignment program. Costs related to the Adenza restructuring and the divisional realignment programs are recorded as “restructuring charges” in our condensed 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.

8

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

9

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Revenues:

Capital Access Platforms

$

$

Financial Technology

Market Services

Other Revenues

9

9

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

6

Marketing and advertising

Depreciation and amortization

Regulatory

9

Merger and strategic initiatives

9

Restructuring charges

5

Total operating expenses

Operating income

Interest income

6

Interest expense

)

)

Other income (loss)

(1

)

1

Net income from unconsolidated investees

3

Income before income taxes

Income tax provision

Net income

Net loss attributable to noncontrolling interests

—

1

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)

(unaudited)

Three Months Ended

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

9

9

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

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

U.S. GAAP net income attributable to Nasdaq

$

$

Non-GAAP adjustments:

Amortization expense of acquired intangible assets(1)

Merger and strategic initiatives expense(2)

9

Restructuring charges (3)

5

Net income from unconsolidated investees(4)

)

(3

)

Gain from extinguishment of debt (5)

)

—

Legal and regulatory matters

2

2

Pension settlement charge (6)

—

Other loss

1

—

Total non-GAAP adjustments

Non-GAAP adjustment to the income tax provision(7)

)

)

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)

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 that

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 the amount of such expenses vary

significantly based on the size, timing and complexity of the transaction. For the three months ended March 31, 2025, these amounts are primarily driven by the timing of recognition associated with the transfer of open positions in our Nordic power

derivatives trading and clearing business, Adenza integration costs and other strategic initiative costs. For the three months ended March 31, 2024, these costs were primarily related to the integration of Adenza.

(3)

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

committed to and initiated a restructuring program, “Adenza Restructuring” 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, asset impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In addition, in September 2024, we completed our previously disclosed divisional

realignment program.

(4)

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.

(5)

For the three months ended March 31, 2025, we recorded a gain on the extinguishment of debt. This gain is

recorded in general, administrative expense in our Condensed Consolidated Statements of Income.

(6)

For the three months ended March 31, 2024, 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.

(7)

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

adjustment. For the three months ended March 31, 2025, we recognized a prior year tax reserve release of $18 million due to a favorable audit settlement.

Nasdaq, Inc.

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

(in millions)

(unaudited)

Three Months Ended

U.S. GAAP operating income

$

$

Non-GAAP adjustments:

Amortization expense of acquired intangible assets(1)

Merger and strategic initiatives expense(2)

9

Restructuring charges (3)

5

Gain from extinguishment of debt (4)

)

—

Legal and regulatory matters

2

2

Pension settlement charge (5)

—

Other loss

1

—

Total non-GAAP adjustments

Non-GAAP operating income

$

$

Revenues less transaction-based expenses

$

$

U.S. GAAP operating margin(6)

%

%

Non-GAAP operating margin (7)

%

%

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)

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 that

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 the amount of such expenses vary

significantly based on the size, timing and complexity of the transaction. For the three months ended March 31, 2025, these amounts are primarily driven by the timing of recognition associated with the transfer of open positions in our Nordic power

derivatives trading and clearing business, Adenza integration costs and other strategic initiative costs. For the three months ended March 31, 2024, these costs were primarily related to the integration of Adenza.

(3)

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

committed to and initiated a restructuring program, “Adenza Restructuring” 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, asset impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In addition, in September 2024, we completed our previously disclosed divisional

realignment program.

(4)

For the three months ended March 31, 2025, we recorded a gain on the extinguishment of debt. This gain is

recorded in general, administrative expense in our Condensed Consolidated Statements of Income.

(5)

For the three months ended March 31, 2024, 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.

(6)

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

expenses.

(7)

Non-GAAP operating margin equals non-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

U.S. GAAP operating expenses

$

$

Non-GAAP adjustments:

Amortization expense of acquired intangible assets(1)

)

)

Merger and strategic initiatives expense(2)

)

(9

)

Restructuring charges (3)

(5

)

)

Gain from extinguishment of debt (4)

—

Legal and regulatory matters

(2

)

(2

)

Pension settlement charge (5)

—

)

Other loss

(1

)

—

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 that

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 the amount of such expenses vary

significantly based on the size, timing and complexity of the transaction. For the three months ended March 31, 2025, these amounts are primarily driven by the timing of recognition associated with the transfer of open positions in our Nordic power

derivatives trading and clearing business, Adenza integration costs and other strategic initiative costs. For the three months ended March 31, 2024, these costs were primarily related to the integration of Adenza.

(3)

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

committed to and initiated a restructuring program, “Adenza Restructuring” 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, asset impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. In addition, in September 2024, we completed our previously disclosed divisional

realignment program.

(4)

For the three months ended March 31, 2025, we recorded a gain on the extinguishment of debt. This gain is

recorded in general, administrative expense in our Condensed Consolidated Statements of Income.

(5)

For the three months ended March 31, 2024, 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 Revenues less transaction-based expenses, Non-GAAP Operating Expenses,

Non-GAAP Operating Income, and Non-GAAP Operating Margin

(in millions)

(unaudited)

Three Months Ended

As Reported

Adenza

Adjusted (1)

Total Variance

FX & Other (2)

Adjusted YoY

$

%

$

$

%

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

$

$

$

—

$

$

6

3

%

$

(1

)

$

7

4

%

Index revenues

—

%

)

%

Workflow and insights revenues

—

5

4

%

—

5

4

%

Total Capital Access Platforms revenues

—

7

%

)

%

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

—

%

—

%

Regulatory Technology revenues

3

8

8

%

(1

)

9

%

Capital Markets Technology revenues

—

7

%

(1

)

7

%

Total Financial Technology revenues

3

9

%

(2

)

%

Solutions revenues (3)

3

8

%

)

%

Market Services, net revenues

—

%

(2

)

%

Other revenues

9

9

—

9

—

(6

)%

—

—

(4

)%

Revenues less transaction-based expenses

$

$

$

3

$

$

%

$

)

$

%

Non-GAAP operating expenses

$

$

$

—

$

$

6

%

$

(6

)

$

7

%

Non-GAAP operating income

$

$

$

3

$

$

%

$

)

$

%

Non-GAAP operating margin

%

%

%

(1)

Includes revenue for AxiomSL on-premises contracts to reflect adjustment for ratable recognition for the first

(2)

Reflects the impacts from changes in foreign currency exchange rates and excludes the impact of a one-time

revenue benefit related to a legal settlement to recoup lost revenue recorded within Index in the first quarter of 2024.

(3)

Represents Capital Access Platforms and Financial Technology Segments.

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.

Nasdaq, Inc.

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

Non-GAAP Operating Income, and Non-GAAP Diluted Earnings Per Share

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Total Variance

Other Impacts (1)

Organic Impact (2)

$

%

$

%

$

%

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

$

$

$

6

3

%

$

(1

)

(1

)%

$

7

4

%

Index revenues

%

—

—

%

%

Workflow and Insights revenues

5

4

%

—

—

%

5

4

%

Total Capital Access Platforms revenues

7

%

(1

)

—

%

8

%

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

%

—

—

%

%

Regulatory Technology revenues

%

2

2

%

9

%

Capital Markets Technology revenues

7

%

(1

)

—

%

7

%

Total Financial Technology revenues

%

1

—

%

%

Solutions revenues (3)

9

%

—

—

%

9

%

Market Services, net revenues

%

(2

)

(1

)%

%

Other revenues

9

9

—

(6

)%

—

(2

)%

—

(4

)%

Revenues less transaction-based expenses

$

$

$

%

$

(2

)

—

%

$

%

Non-GAAP Operating Expenses

$

$

$

6

%

$

(6

)

(1

)%

$

7

%

Non-GAAP Operating Income

$

$

$

%

$

4

1

%

$

%

Non-GAAP diluted earnings per share

$

$

$

%

$

—

—

%

$

%

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. The sum of the percentage changes may not tie to the percentage change in total variance due to rounding.

(1)

Primarily includes the impacts of changes in FX rates and $3 million of revenue for AxiomSL to reflect

adjustment for on-premises contracts ratable recognition for 2024 within Regulatory Technology revenues.

(2)

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

exchange rates and (ii) includes revenue for AxiomSL on-premises contracts to reflect adjustment for ratable recognition for the first quarter of 2024.

(3)

Represents Capital Access Platforms and Financial Technology Segments.

Nasdaq, Inc.

Key Drivers Detail

(unaudited)

Three Months Ended

Capital Access Platforms

Annualized recurring revenues (in millions)(1)

$

$

Initial public offerings

The Nasdaq Stock Market (2)

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

4

1

Total new listings

The Nasdaq Stock Market (2)

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (3)

9

2

Number of listed companies

The Nasdaq Stock Market (4)

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (5)

Index

Number of licensed exchange traded products(6)

Period end ETP assets under management (AUM) tracking Nasdaq indexes (in billions)

$

$

Total average ETP AUM tracking Nasdaq indexes (in billions)

$

$

TTM (7) net inflows ETP AUM tracking Nasdaq

indexes (in billions)

$

$

TTM (7) net appreciation ETP AUM tracking

Nasdaq indexes (in billions)

$

$

Financial Technology

Annualized recurring revenues (in millions)(1)

Financial Crime Management Technology

$

$

Regulatory Technology

Capital Markets Technology

Total Financial Technology

$

$

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

Nasdaq PHLX matched market share

%

%

The Nasdaq Options Market matched market share

%

%

Nasdaq BX Options matched market share

%

%

Nasdaq ISE Options matched market share

%

%

Nasdaq GEMX Options matched market share

%

%

Nasdaq MRX Options matched market share

%

%

Total matched market share executed on Nasdaq’s exchanges

%

%

Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume of options and futures contracts

Cash Equity Trading

Total U.S.-listed securities

Total industry average daily share volume (in billions)

Matched share volume (in billions)

The Nasdaq Stock Market matched market share

%

%

Nasdaq BX matched market share

%

%

Nasdaq PSX matched market share

%

%

Total matched market share executed on Nasdaq’s exchanges

%

%

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

%

%

Total market share (8)

%

%

Nasdaq Nordic and Nasdaq Baltic securities

Average daily number of equity trades executed on Nasdaq’s exchanges

Total average daily value of shares traded (in billions)

$

$

Total market share executed on Nasdaq’s exchanges

%

%

Fixed Income and Commodities Trading and Clearing

Fixed Income

Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income

contracts

(1)

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.

(2)

New listings include IPOs, issuers that switched from other listing venues, closed-end funds and separately

listed ETPs. For the three months ended March 31, 2025 and 2024, IPOs included 18 and 5 SPACs, respectively.

(3)

New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and

companies on the alternative markets of Nasdaq First North.

(4)

Number of total listings on The Nasdaq Stock Market for the three months ended March 31, 2025 and March 31,

(5)

Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative

markets of Nasdaq First North.

(6)

The number of listed ETPs as of March 31, 2024 has been updated to reflect a revised methodology whereby an ETP

listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change has no impact on reported AUM.

(7)

Trailing 12-months.

(8)

Includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s

systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting Facility.