Nasdaq, Inc.

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

“Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights.”

“Competitors to our AxiomSL solutions, which support financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting”

“We face intense competition in North America and Europe. We seek to provide market participants with greater functionality, trading system stability and performance”

“Our Data business distributes historical and real-time market data to sell-side customers, the institutional investing community, retail online brokers, proprietary trading firms, and other venues, as well as internet portals and data distributors.”

“Our European listing customers include companies, funds and governments.”

“We distribute this proprietary market information to both market participants and non-participants through a number of proprietary products, including Nasdaq TotalView, our flagship market depth quote product.”

“As of December 31, 2025, 451 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $882 billion in AUM.”

“Companies seeking to list securities on The Nasdaq Stock Market may do so on one of the three market tiers: The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital Market.”

“Competitors to our Calypso product, which provides cross‑asset, front‑to‑back trading, treasury, risk and collateral management solutions”

“Competitors to our AxiomSL solutions, which support financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting”

“Nasdaq's Eqlipse platform is differentiated by its AI-native architecture, which is designed to provide domain-specific, context-aware intelligence across the trade lifecycle”

“For our Financial Crime Management Technology and trade and market surveillance businesses, competitors include core banking solution providers ranging from small to large, independent solution providers, FinTech start-ups and in-house custom builds.”

“gained momentum with the 2021 acquisition of Verafin, followed by the 2023 acquisition of Adenza and its two flagship solutions, AxiomSL and Calypso.”

“Euro Notes: The 2029, 2030, 2032 and 2033 Notes”

“but we primarily rely on the innovative skills, technical competence and marketing abilities of our personnel.”

“followed by the 2023 acquisition of Adenza and its two flagship solutions, AxiomSL and Calypso.”

“Our partnership with AWS supports our ability to compete in the development of cloud-based exchange and market technology solutions.”

“We face competition from investment banks, dedicated index providers, markets and other product developers, including S&P Dow Jones Indices, MSCI and FTSE Russell.”

“our cash equities markets compete with exchanges operated by Cboe, ICE, MIAX, the TXSE Group, The Investors Exchange, MEMX and Long Term Stock Exchange.”

“our cash equities markets compete with exchanges such as Euronext N.V., Deutsche Börse AG, London Stock Exchange Group plc, or LSE, and many Multilateral Trading Facilities, or MTFs, such as Cboe, Turquoise and Aquis.”

“higher overall U.S. trading volumes in 2025 as compared to 2024 led to an increase in our U.S. equities options and U.S. cash equities revenues.”

“in October 2025, we sold our Solovis business, previously included in our Capital Access Platforms segment.”

“The Financial Technology segment delivered 14% growth in ARR and revenue, reflecting an increase in new clients, cross-sells and upsells.”

“Nasdaq extended its listing leadership in 2025 and achieved its seventh consecutive year as the top U.S. exchange by proceeds raised.”

“These opportunities, which we identified as substantial and expanding opportunities, included solutions for combating financial crime, compliance solutions, marketplace technology, workflow for investment managers and asset owners as well as insight solutions.”

“Our proposed new offerings to compete in this evolving market, including for the trading of tokenized equity securities and ETPs and the extension of trading hours, may not be successful.”

“2022 Revolving Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027”

“We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions.”

“Net income attributable to Nasdaq $1,788 $1,117 $1,059 ... Diluted earnings per share $3.09 $1.93 $2.08”

“Working capital $42 $(116) Cash and cash equivalents 604 592”

“We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada.”

“Changes in regulatory policies regarding tokenized securities, synthetic assets or other digital assets may enable new market entrants and competitors to offer these products under a different, less onerous regulatory regime”

“Poor economic conditions may result in a reduction in the demand for our products and services, including data, indices and corporate solutions, or could result in a decline in the number of IPOs, reduced trading volumes or values”

“Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them.”

“We have in the past lowered prices, and in the U.S., increased rebates for trade executions to attempt to gain or maintain market share. These strategies have not always been successful and have at times hurt operating performance.”

“we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets.”

“Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate”