EX-99.12d846576dex991.htmEX-99.1 EX-99.1

Exhibit 99.1

Nasdaq Reports Third Quarter 2024 Results; Fourth Consecutive Quarter of Double-Digit Solutions Revenue Growth

NEW YORK, October 24, 2024—Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the third quarter of 2024.

•

Third quarter 2024 net revenue1 was$1.1 billion, or $1.2 billion on a non-GAAP basis2, an increase of 22% over the third quarter of 2023, up 10% on a

pro forma3 basis. This included Solutions4 revenue increasing 26%, or 10% on a pro forma basis.

•

Annualized Recurring Revenue (ARR)5 of$2.7 billion increased 31% over the third quarter of 2023, up 8% on a pro forma basis.

•

Financial Technology revenue of $371 million increased 56% over the third

quarter of 2023, up 10% on a pro forma basis.

•

Index revenue of $182 million increased 26%, with$62 billion of net inflows over the trailing twelve months and $14 billion in the third quarter.

•

GAAP diluted earnings per share decreased 11% in the third quarter of 2024.Non-GAAP diluted earnings per share increased 5% in the third quarter of 2024 and increased 20% organically.

•

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

dividends and $88 million through repurchases of common stock. The company also repaid net $50 million of commercial paper in the third quarter of 2024.

Third Quarter 2024 Highlights

(US$ millions, except per share)

3Q24

Change %

(YoY)

Organic change %

(YoY)

Pro forma change %

(YoY)

GAAP Solutions Revenue

872

Non-GAAP Solutions Revenue

906

Market Services Net Revenue

266

GAAP Net Revenue*

1,146

Non-GAAP Net Revenue*

1,180

GAAP Operating Income

448

Non-GAAP Operating Income

637

ARR

2,736

GAAP Diluted EPS

0.53

(11

Non-GAAP Diluted EPS

0.74

Note: The period over period percentages are calculated based on exact dollars, and therefore may not agree to a recalculation

based on rounded numbers shown in the table above. Pro forma results are not calculated in a manner consistent with the pro forma requirements in Article 11 of Regulation S-X. Refer to the footnotes below for

further discussion.

*Net revenues includes $8 million of Other Revenues, which reflect revenues associated with the European power trading and

clearing business.

Adena Friedman, Chair and CEO said, “Nasdaq delivered its fourth consecutive quarter of

double-digit Solutions growth with strong overall quarterly performance.

As we approach the one-year anniversary

of the Adenza acquisition, I am proud of our progress to date and excited about driving even greater value for our clients and shareholders.

The

integration continues seamlessly. Through our One Nasdaq strategy we are deepening our partnerships with clients across the financial system and unlocking opportunities for sustained and scalable growth.”

Sarah Youngwood, Executive Vice President and CFO said, “Nasdaq’s performance continues to reflect the quality and diversity of our

platforms, driving strong growth across the business with particular strength in Index and Financial Technology.

We are continuing to deliver ahead on

deleveraging and synergies and are benefiting from significant operating leverage.

Looking ahead, we remain well positioned to execute on our next phase

of sustainable growth.”

FINANCIAL REVIEW

•

Third quarter 2024 net revenue was $1.1 billion, reflecting 22% growth versus the prior year period while non-GAAP net revenue was $1.2 billion. Revenue growth included a $146 million benefit related to the acquisition of Adenza. Net revenue grew 10% on a pro forma basis.

•

Solutions revenue was $872 million in the third quarter of 2024, up 26% versus the prior year period, or 10%

growth on a pro forma basis, reflecting strong growth from Index and Financial Technology.

•

ARR grew 31% year over year, or 8% on a pro forma basis, in the third quarter of 2024 with 14% pro forma ARR

growth for Financial Technology and 2% ARR growth for Capital Access Platforms.

•

Market Services net revenue was $266 million in the third quarter of 2024, up 13% versus the prior year

period. The increase was primarily driven by a $15 million increase in U.S. equity derivatives and an $11 million increase in U.S. cash equities.

•

Third quarter 2024 GAAP operating expenses were $698 million, an increase of 37% versus the prior year

period. The increase for the third quarter was primarily due to the acquisition of Adenza, which resulted in an additional $87 million in amortization expense of acquired intangible assets, and $61 million of other AxiomSL and Calypso

operating expenses, as well as organic growth driven by increased investments in technology and our people to drive innovation and long-term growth.

•

Third quarter 2024 non-GAAP operating expenses were $543 million,

reflecting 21% growth versus the prior year period, or 5% growth on a pro forma basis. The increase for the third quarter was primarily due to the inclusion of $61 million of AxiomSL and Calypso operating expenses. The pro forma increase

reflects growth driven by increased investments in technology and our people to drive innovation and long-term growth, partially offset by the benefit of synergies.

•

Third quarter 2024 cash flow from operations was $244 million, enabling the company to continue to make

meaningful progress on its deleveraging plan. In the third quarter, the company returned $138 million to shareholders through dividends and $88 million through repurchases of our common stock. The company also repaid net $50 million

of commercial paper in the third quarter of 2024. As of September 30, 2024, there was $1.7 billion remaining under the board authorized share repurchase program.

2024 EXPENSE AND TAX GUIDANCE UPDATE6

•

G1The company is updating its 2024 non-GAAP operating expense guidance to a

range of $2,150 million to $2,180 million, and G2is updating its 2024 non-GAAP tax rate guidance to be in the range of 23.5% to 24.5%.

STRATEGIC AND BUSINESS UPDATES

•

Financial Technology delivered healthy revenue growth in the third quarter. Division revenue increased 10%

on a pro forma basis, reflective of the mission-critical nature of the division’s solutions suite. Financial Technology pro forma ARR growth was 14% in the third quarter, with 39 new customers, 110 upsells, and 2 cross-sells. Third quarter

highlights include:

•

Nasdaq leapt to 5th place in Chartis’ annual RiskTech100® global ranking. This ranking is widely regarded as the most comprehensive independent study of the world’s major players in risk and compliance technology. The significant jump in

ranking reflects the combined power of Nasdaq and Adenza’s technology offerings with Nasdaq and Adenza previously ranking #18 and #10, respectively. Nasdaq Verafin and AxiomSL won Chartis industry awards recognizing Nasdaq’s leadership in

financial crime management and in regulatory reporting. The study also highlighted the value of Nasdaq’s governance and sustainability solutions.

•

Financial Crime Management Technology had ARR growth of 24% with 114% net revenue retention and launched new

AI product innovations. Financial Crime Management Technology signed 28 new SMB clients, in addition to the previously announced Tier 1 win in July. Nasdaq Verafin extended its track record of product innovation success with its AI Entity

Research Copilot now deployed to more than 2,000 U.S. institutions. In the third quarter Nasdaq Verafin announced new enhancements to its Targeted Typology Analytics, an artificial intelligence (AI) based suite of detection capabilities targeting

terrorist financing and drug trafficking activity.

•

AxiomSL and Calypso achieved 15% combined pro forma ARR growth. AxiomSL and Calypso

delivered a combined 47 upsells and 4 new clients, with 17% of new bookings in the quarter cloud-based. Combined gross revenue retention7 was 97% and net revenue retention8 was 111%. Excluding the impact of a significant bankruptcy first noted in the fourth quarter of 2023, pro forma ARR growth was 16%, gross revenue retention was 98%, and net revenue retention was

112%.

•

Market Technology delivered 14% ARR growth as it continues to capture opportunities

associated with the market modernization megatrend. Market Technology was driven by 13 upsells, 1 new client, and 1 cross-sell in the third quarter. ARR growth also benefited from the conversion of a previously mentioned large client delivery.

•

U.S. equity derivatives achieved record quarterly net revenue. In the third quarter of 2024, Nasdaq

achieved a record quarter of U.S. equity derivatives net revenue of $107 million, with multi-listed U.S. options market share once again surpassing 30% in the quarter and 19% growth in U.S. index options volume.

•

Index delivered another quarter of outstanding performance and advanced its growth strategy across

product innovation, globalization, and institutional client expansion. The Index business had $62 billion in net inflows over the trailing 12 months, with $14 billion in the third quarter. The business achieved another record in

Index ETP AUM, averaging $575 billion in the third quarter and reaching $600 billion at quarter-end. Index derivatives trading volumes grew 24% year-over-year, also contributing to

revenue growth. Nasdaq launched 35 new products with our partners in the quarter, 20 of which were international. The launches included 8 options overlays and 7 institutional insurance annuity products. Additionally, Nasdaq recently received

2024 Best Index Provider from Structured Retail Products, a global market intelligence provider, highlighting the business’ innovation and success as a strategic partner to our clients.

•

Nasdaq strengthened its listings leadership in the U.S. in the third quarter. Nasdaq listed 33 U.S.

operating company IPOs that raised more than $6 billion in proceeds, reflecting an 85% win rate among eligible operating companies in the quarter. These listings contributed to a 75% win rate year-to-date through the third quarter for eligible operating companies comprising of 5 of the top 10 IPOs, including Lineage, the largest offering so far this year. Nasdaq also celebrated its 500th switch to

our U.S. exchange in the quarter.

•

Nasdaq celebrated 25 Years of MarketSite in Times Square. MarketSite has stood as a physical embodiment of

the Nasdaq brand since its debut and reflects Nasdaq’s culture of driving innovation and delivering valuable client solutions. MarketSite is a hub for Nasdaq’s clients and partners and an integral part of the global finance landscape.

•

Nasdaq continued its progress on its 2024 strategic priorities – Integrate, Innovate, Accelerate

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

•

Integrate – Since the acquisition of Adenza nearly ayear-ago, Nasdaq has actioned more than 80% of its net expense synergy target and continues to delever ahead of plan.

•

Innovate – Nasdaq reached new milestones in deploying AI tools and products including the launch of

an internal Generative AI platform with custom-built efficiency tools and completed the rollout of AI copilot tools to all of its developers. Calypso also announced an AI-based solution for X-Value Adjustments (XVA) with up to 100 times faster processing speeds that improves the efficiency of risk calculations for banks, insurers, and other financial institutions. Beyond Nasdaq’s AI innovations,

Market Services migrated Nasdaq International Securities Exchange to its next-generation derivatives platform, Fusion. Four of Nasdaq’s U.S. markets and one European equity derivatives market are operating on this platform which provides

enhanced performance, including lower latency, higher throughput, and increased productivity.

•

Accelerate – We continue to make progress on our One Nasdaq strategy driving two cross-sells across

the Financial Technology division in the quarter. The percentage of cross-sell opportunities in the division’s pipeline is over 10% and Nasdaq remains on track to exceed $100 million in cross-sells by the end of 2027.

1 Represents revenue less transaction-based expenses.

2Refer 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 Pro forma results are presented assuming AxiomSL and

Calypso were included in the prior year quarterly results and revenue for AxiomSL on-premises contracts were recognized ratably for all of 2023 and 2024. Pro forma growth excludes the impacts of foreign

currency except for AxiomSL and Calypso, which are not yet calculated on an organic basis.These pro forma 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 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.

6U.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.

7 Gross Retention: ARR in the

current period over ARR in the prior year period for existing customers excluding price increases and upsells and excluding new customers.

8 Net Retention: ARR in the current period over ARR in the prior year period for existing customers including price increases and upsells and excluding new customers.

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.

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, “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, 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 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-taxcharges 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.

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

Investor Relations Contact

Nick Jannuzzi

Ato Garrett

973.760.1741

212.401.8737

nicholas.jannuzzi.@nasdaq.com

ato.garrett@nasdaq.com

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

2024

2023

2024

2023

Revenues:

Capital Access Platforms

501

456

1,460

1,309

Financial Technology

371

238

1,183

700

Market Services

1,022

747

2,700

2,378

Other Revenues

Total revenues

1,902

1,451

5,370

4,417

Transaction-based expenses:

Transaction rebates

(513

)

(447

)

(1,478

)

(1,377

)

Brokerage, clearance and exchange fees

(243

)

(64

)

(470

)

(262

)

Revenues less transaction-based expenses

1,146

940

3,422

2,778

Operating Expenses:

Compensation and benefits

332

260

1,000

777

Professional and contract services

108

Technology and communication infrastructure

207

168

Occupancy

General, administrative and other

Marketing and advertising

Depreciation and amortization

153

460

198

Regulatory

Merger and strategic initiatives

Restructuring charges

103

Total operating expenses

698

509

2,141

1,553

Operating income

448

431

1,281

1,225

Interest income

Interest expense

(102

)

(101

)

(313

)

(174

)

Other income (loss)

)

Net income (loss) from unconsolidated investees

(12

)

Income before income taxes

356

391

1,010

1,123

Income tax provision

250

262

Net income

305

294

760

861

Net loss attributable to noncontrolling interests

—

Net income attributable to Nasdaq

306

294

762

862

Per share information:

Basic earnings per share

0.53

0.60

1.32

1.76

Diluted earnings per share

0.53

0.60

1.32

1.74

Cash dividends declared per common share

0.24

0.22

0.70

0.64

Weighted-average common shares outstanding for earnings per share:

Basic

575.1

491.3

575.6

490.7

Diluted

579.0

494.1

579.0

494.2

Nasdaq, Inc.

Revenue Detail

(in

millions)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

2024

2023

2024

2023

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

190

188

562

559

Index revenues

182

144

517

383

Workflow and Insights revenues

129

124

381

367

Total Capital Access Platforms revenues

501

456

1,460

1,309

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

200

163

Regulatory Technology revenues

253

102

Capital Markets Technology revenues

234

145

730

435

Total Financial Technology revenues

371

238

1,183

700

MARKET SERVICES

Market Services revenues

1,022

747

2,700

2,378

Transaction-based expenses:

Transaction rebates

(513

)

(447

)

(1,478

)

(1,377

)

Brokerage, clearance and exchange fees

(243

)

(64

)

(470

)

(262

)

Total Market Services revenues, net

266

236

752

739

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

1,146

940

3,422

2,778

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions)

September 30,

2024

December 31,

2023

Assets

(unaudited)

Current assets:

Cash and cash equivalents

266

453

Restricted cash and cash equivalents

Default funds and margin deposits

5,865

7,275

Financial investments

202

188

Receivables, net

944

929

Other current assets

239

231

Total current assets

7,558

9,096

Property and equipment, net

584

576

Goodwill

14,165

14,112

Intangible assets, net

7,072

7,443

Operating lease assets

388

402

Other non-current assets

793

665

Total assets

30,560

32,294

Liabilities

Current liabilities:

Accounts payable and accrued expenses

289

332

Section 31 fees payable to SEC

Accrued personnel costs

314

303

Deferred revenue

663

594

Other current liabilities

229

146

Default funds and margin deposits

5,865

7,275

Short-term debt

499

291

Total current liabilities

7,933

9,025

Long-term debt

9,359

10,163

Deferred tax liabilities, net

1,566

1,642

Operating lease liabilities

399

417

Other non-current liabilities

222

220

Total liabilities

19,479

21,467

Commitments and contingencies

Equity

Nasdaq stockholders’ equity:

Common stock

Additional paid-in capital

5,477

5,496

Common stock in treasury, at cost

(643

)

(587

)

Accumulated other comprehensive loss

(1,952

)

(1,924

)

Retained earnings

8,184

7,825

Total Nasdaq stockholders’ equity

11,072

10,816

Noncontrolling interests

Total equity

11,081

10,827

Total liabilities and equity

30,560

32,294

Nasdaq, Inc.

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

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

2024

September 30,

2023

September 30,

2024

September 30,

2023

U.S. GAAP net income attributable to Nasdaq

306

294

762

862

Non-GAAP adjustments:

Adenza purchase accounting adjustment(1)

—

Amortization expense of acquired intangible assets(2)

122

366

112

Merger and strategic initiatives expense(3)

Restructuring charges (4)

103

Lease asset impairments (5)

—

Net (income) loss from unconsolidated investees(6)

)

Legal and regulatory matters (7)

—

(10

)

Pension settlement charge (8)

—

Other (income) loss (9)

)

Total non-GAAP adjustments

188

550

251

Non-GAAP adjustment to the income tax provision (10)

(65

)

(24

)

(151

)

(76

)

Tax on intra-group transfer of intellectual property assets (11)

—

Total non-GAAP adjustments, net of tax

123

432

175

Non-GAAP net income attributable to Nasdaq

429

349

1,194

1,037

U.S. GAAP diluted earnings per share

0.53

0.60

1.32

1.74

Total adjustments from non-GAAP net income above

0.21

0.11

0.74

0.36

Non-GAAP diluted earnings per share

0.74

0.71

2.06

2.10

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

579.0

494.1

579.0

494.2

(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 and nine months ended September 30, 2024 and September 30, 2023, these costs primarily relate to the Adenza acquisition. For the nine months ended

September 30, 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, “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, 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 nine months ended September 30, 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 nine months ended September 30, 2024, these items primarily included the settlement of a Swedish

Financial Supervisory Authority, or SFSA, fine and accruals related to certain legal matters. For the nine months ended September 30, 2023, these items primarily included insurance recoveries related to legal matters. The fine is recorded in

regulatory expense and the accruals and insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income.

(8)

For the nine months ended September 30, 2024, we recorded apre-tax loss 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 pre-tax loss is recorded in compensation and benefits in the Condensed Consolidated Statements of Income.

(9)

For the nine months ended September 30, 2024, and for the three and nine months ended September 30,

2023, other items primarily include net gains from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Condensed Consolidated Statements of Income.

(10)

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

the tax impact of each non-GAAP adjustment.

(11)

For the nine months ended September 30, 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)

Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

U.S. GAAP

Revenues

Less

Transaction-

Based

Expenses

Adenza

purchase

accounting

adjustment (1)

Non-GAAP

Revenues Less

Transaction-Based

Expenses

U.S. GAAP

Revenues

Less

Transaction-

Based

Expenses

Adenza

purchase

accounting

adjustment (1)

Non-GAAP

Revenues Less

Transaction-Based

Expenses

CAPITAL ACCESS PLATFORMS

501

—

501

1,460

—

1,460

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

—

200

—

200

Regulatory Technology revenues (1)

102

253

287

Capital Markets Technology revenues

234

—

234

730

—

730

Total Financial Technology revenues

371

405

1,183

1,217

SOLUTIONS REVENUES

872

906

2,643

2,677

MARKET SERVICES REVENUES, NET

266

—

266

752

—

752

OTHER REVENUES

—

REVENUES LESS TRANSACTION-BASED EXPENSES

1,146

1,180

3,422

3,456

(1)

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

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

Nine Months Ended

September 30,

2024

2023

2024

2023

U.S. GAAP operating income

448

431

1,281

1,225

Non-GAAP adjustments:

Adenza purchase accounting adjustment(1)

—

Amortization expense of acquired intangible assets(2)

122

366

112

Merger and strategic initiatives expense(3)

Restructuring charges (4)

103

Lease asset impairments (5)

—

Legal and regulatory matters (6)

—

(10

)

Pension settlement charge (7)

—

Other loss

Total non-GAAP adjustments

189

569

228

Non-GAAP operating income

637

491

1,850

1,453

Revenues less transaction-based expenses

1,146

940

3,422

2,778

U.S. GAAP operating margin(8)

Non-GAAP operating margin (9)

(1)

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

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

(4)

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

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

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

(6)

For the nine months ended September 30, 2024, these items primarily included the settlement of a SFSA fine

and accruals related to certain legal matters. For the nine months ended September 30, 2023, these items primarily included insurance recoveries related to legal matters. The fine is recorded in regulatory expense and the accruals and insurance

recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income.

(7)

(8)

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

expenses.

(9)

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

Nine Months Ended

September 30,

2024

2023

2024

2023

U.S. GAAP operating expenses

698

509

2,141

1,553

Non-GAAP adjustments:

Amortization expense of acquired intangible assets(1)

(122

)

(37

)

(366

)

(112

)

Merger and strategic initiatives expense(2)

(10

)

(23

)

(51

)

Restructuring charges (3)

(22

)

(17

)

(103

)

(49

)

Lease asset impairments (4)

—

(24

)

Legal and regulatory matters (5)

—

(16

)

Pension settlement charge (6)

—

(23

)

—

Other (loss)

)

Total non-GAAP adjustments

(155

)

(60

)

(535

)

(228

)

Non-GAAP operating expenses

543

449

1,606

1,325

(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

(3)

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

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

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

(5)

For the nine months ended September 30, 2024, these items primarily included the settlement of a SFSA fine

recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income.

(6)

Nasdaq, Inc.

Reconciliation of Pro Forma 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

Pro Forma

September 30, 2024

September 30, 2023

Total Variance

FX (3)

Impacts

Non-GAAP

Adenza

Adjustment (1)

Pro Forma

Non-GAAP

Adenza (2)

Pro Forma

Capital Access Platforms revenues

501

—

501

456

—

456

Financial Crime Management Technology revenues

—

Regulatory Technology revenues

102

)

100

Capital Markets Technology revenues

234

—

234

145

216

—

Financial Technology revenues

405

)

403

238

127

365

Solutions revenues (4)

906

)

904

694

127

821

Market Services, net revenues

266

—

266

236

—

236

—

Other revenues

—

)

(13

—

)

(14

Revenues less transaction-based expenses

1,180

)

1,178

940

127

1,067

111

109

Non-GAAP operating expenses

543

—

543

449

514

Non-GAAP operating income

637

)

635

491

553

Non-GAAP operating margin

Note: Pro forma results are presented assuming AxiomSL and Calypso were included in the prior year quarterly results and

revenue for AxiomSL on-premises contracts were recognized ratably for all of 2023 and 2024. Pro forma growth excludes the impacts of foreign currency except for AxiomSL and Calypso, which are not yet calculated on an organic basis. These pro forma

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 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.

(1)

Adjustment to remove the cumulative impact of changing to ratable revenue recognition for AxiomSL on-premises subscription contracts, which related to the first six months of 2024.

(2)

The Adenza results above are presented on a non-GAAP basis and have

been adjusted for certain items. We believe presenting these measures excluding these items provides investors with greater transparency as they do not represent ongoing operations. These adjustments include intangible amortization of

$39 million and other transaction and restructuring related costs of $3 million for the third quarter of 2023.

(3)

Reflects the impacts from changes in FX rates.

(4)

Represents Capital Access Platforms and Financial Technology Segments.

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

September 30,

Total Variance

Organic Impact

Other Impacts (1)

2024

2023

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

190

188

—

Index revenues

182

144

—

Workflow and Insights revenues

129

124

—

Total Capital Access Platforms revenues

501

456

—

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

—

Regulatory Technology revenues

102

190

185

Capital Markets Technology revenues

234

145

Total Financial Technology revenues

405

238

167

147

SOLUTIONS REVENUES (2)

906

694

212

148

MARKET SERVICES REVENUES, NET

266

236

—

OTHER REVENUES

)

(13

)

(14

—

REVENUES LESS TRANSACTION-BASED EXPENSES

1,180

940

240

148

Non-GAAP Operating Expenses

543

449

Non-GAAP Operating Income

637

491

146

Non-GAAP diluted earnings per share

0.74

0.71

0.03

0.14

(0.11

)

(16

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 the Adenza acquisition and changes in FX rates.

(2)

Represents Capital Access Platforms and Financial Technology Segments.

Nasdaq, Inc.

Quarterly Key Drivers Detail

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

2024

2023

2024

2023

Capital Access Platforms

Annualized recurring revenues (in millions)(1)

1,254

1,222

1,254

1,222

Initial public offerings

The Nasdaq Stock Market (2)

114

102

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

—

Total new listings

The Nasdaq Stock Market (2)

138

301

230

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (3)

Number of listed companies

The Nasdaq Stock Market (4)

4,039

4,086

4,039

4,086

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (5)

1,186

1,236

1,186

1,236

Index

Number of licensed exchange traded products (ETPs)(6)

388

366

388

366

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

600

411

600

411

Quarterly average ETP AUM tracking Nasdaq indexes (in billions)

575

423

TTM (7) net inflows ETP AUM tracking

Nasdaq indexes (in billions)

TTM (7) net appreciation ETP AUM

tracking Nasdaq indexes (in billions)

143

Financial Technology

Annualized recurring revenues (in millions)(1)

Financial Crime Management Technology

268

216

268

216

Regulatory Technology

350

132

350

132

Capital Markets Technology

864

511

864

511

Total Financial Technology

1,482

859

1,482

859

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

44.5

39.6

43.3

40.4

Nasdaq PHLX matched market share

9.4

11.0

9.9

11.2

The Nasdaq Options Market matched market share

5.8

5.6

5.5

6.4

Nasdaq BX Options matched market share

2.3

4.4

2.3

3.6

Nasdaq ISE Options matched market share

6.8

5.7

6.7

5.8

Nasdaq GEMX Options matched market share

2.7

3.0

2.6

2.3

Nasdaq MRX Options matched market share

3.2

2.0

2.6

1.7

Total matched market share executed on Nasdaq’s exchanges

30.2

31.7

29.6

31.0

Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume of options and futures contracts (8)

213,911

245,986

235,137

298,785

Cash Equity Trading

Total U.S.-listed securities

Total industry average daily share volume (in billions)

11.5

10.4

11.7

11.0

Matched share volume (in billions)

117.4

106.7

354.3

342.2

The Nasdaq Stock Market matched market share

15.6

15.5

15.6

15.9

Nasdaq BX matched market share

0.3

0.4

Nasdaq PSX matched market share

0.2

0.3

0.2

0.4

Total matched market share executed on Nasdaq’s exchanges

16.1

16.2

16.7

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

44.7

40.2

43.0

35.2

Total market share (9)

60.8

56.4

59.2

51.9

Nasdaq Nordic and Nasdaq Baltic securities

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

609,167

556,257

645,622

676,132

Total average daily value of shares traded (in billions)

4.1

3.6

4.5

Total market share executed on Nasdaq’s exchanges

71.6

72.2

70.6

Fixed Income and Commodities Trading and Clearing

Fixed Income

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

89,037

88,383

94,493

96,461

(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

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 September 30, 2024 and 2023, IPOs included 15 and 4 SPACs, respectively. For the nine months ended September 30, 2024 and 2023,

IPOs included 28 and 19 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 nine months ended September 30, 2024 and

September 30, 2023 included 712 and 570 ETPs, respectively.

(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 September 30, 2023 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 Finnish option contracts traded on Eurex for which Nasdaq and Eurex had a revenue sharing arrangement,

which ended in the fourth quarter of 2023.

(9)

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.

Mentions · how they’re counted

Category	Underlined	Word counter	Model’s count
AI AI, artificial intelligence, generative AI, machine learning, large language model, LLM	10	—	—
Layoffs layoffs, RIF, headcount reduction, workforce optimization, restructuring	17	—	—
Recession recession, downturn, contraction, slowdown	0	—	—
Tariffs tariff, trade war, trade barriers, trade restrictions, trade policy	0	—	—
Buybacks share repurchase, buyback program	1	—	—

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor