NASDAQ, INC.

Previous wording

•Index had $20 billion in net inflows, in the second quarter. ETP AUM reached $745 billion at quarter-end, an all-time high. Nasdaq launched 33 new Index products in the second quarter, including 21 international products, 12 in partnership with new Index clients, and 7 in the institutional insurance annuity space.

Current wording

•Index had $17 billion in net inflows in the third quarter and a record $91 billion in net inflows over the last twelve months. End of period ETP AUM reached $829 billionand average ETP AUM over the third quarter was $777 billionat quarter-end, an all-time high. Nasdaq launched 30 new Index products in the third quarter, including 18 international products and 13 in the institutional insurance annuity space.

Previous wording

Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in the first six months of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices and higher overall volumes in Index derivatives, and continue to support an active sales pipeline across our Financial Technology solutions and an improving IPO landscape. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.

Current wording

Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in the first nine months of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq indices. The impact of global uncertainty due to tariff policies has caused some delays in IPOs; however, the expectation of a lower cost of capital, U.S. economic resilience and certain deregulation efforts have created more investor confidence in new issuances. To the extent that global or national economic conditions weaken and result in slower growth or recessions, or we experience an extended U.S. federal government shutdown, our business may temporarily be negatively impacted.

Previous wording

The following tables summarize our financial performance for the three and six months ended June 30, 2025 compared to the same period in 2024. For a detailed discussion of our results of operations, see “Segment Operating Results” below.

Current wording

The following tables summarize our financial performance for the three and nine months ended September 30, 2025 compared to the same periods in 2024. For a detailed discussion of our results of operations, see “Segment Operating Results” below.

Previous wording

•The number of total listed companies on The Nasdaq Stock Market for the six months ended June 30, 2025 and 2024 included 914 and 645 ETPs, respectively.

Current wording

•The number of total listed companies on The Nasdaq Stock Market for the nine months ended September 30, 2025 and 2024 included 1,000 and 712 ETPs, respectively.

Previous wording

Data & Listing Services revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to new listings, data new sales and usage, and pricing, partially offset by delistings and lower amortization of prior period initial listing fees.

Current wording

Data & Listing Services revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to new listings, an increase in data net sales and usage, and pricing, partially offset by delistings and lower amortization of prior period initial listing fees.

Previous wording

In the table above, TTM represents trailing twelve months. The number of listed ETPs as of June 30, 2024 was 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 had no impact on reported AUM.

Current wording

In the table above, TTM represents trailing twelve months.

Previous wording

Index revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on derivatives contracts linked to the Nasdaq-100 Index. The increase in the first six months ending June 30, 2025 is partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.

Current wording

Index revenues increased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices, partially offset by lower revenues on derivatives contracts linked to the Nasdaq-100 index. Index revenues increased for the nine months ended September 30, 2025 compared with the same period in 2024 due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in revenues due to higher trading volume on derivatives contracts linked to the Nasdaq-100 Index. This increase was partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.

Previous wording

Workflow & Insights revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 reflecting an increase in analytics revenues, largely driven by eVestment and Nasdaq Alternative Data sales growth.

Current wording

Workflow & Insights revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Alternative Data sales growth.

Previous wording

Financial Crime Management Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients.

Current wording

Financial Crime Management Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and new client contracts.

Previous wording

Regulatory Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings.

Current wording

Regulatory Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings. Revenues also increased as compared to the same periods in 2024 due to a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements for discussion on the measurement period adjustment.

Previous wording

Capital Markets Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024. The increase was primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients across all businesses and higher market technology professional services revenues.

Current wording

Capital Markets Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024. The increase for both periods was primarily due to an increase in our trade management services business due to data center growth. The increase for these periods is also attributable to higher subscription revenues from new sales and price increases to existing clients, as well as revenues from new clients from our Calypso business. For the nine months ended September 30, 2025 the increase was also driven by price increases and upsells in our market technology business.

Previous wording

Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased for the three months of 2025 compared with the same period in 2024 primarily due to a lower average SEC fee rate. The increase in the first six months of 2025 compared with the same period in 2024 is primarily due to higher average SEC fee rates, partially offset by a rate change in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.

Current wording

Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to a rate change by the SEC in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.

Previous wording

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Current wording

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower matched market share executed on Nasdaq’s exchanges.

Previous wording

Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Current wording

Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Previous wording

See the discussion above for an explanation of Section 31 fees for the three and six months ended June 30, 2025 as compared with the same period in 2024.

Current wording

See the discussion above for an explanation of Section 31 fees for the three and nine months ended September 30, 2025 as compared with the same periods in 2024.

Previous wording

Cash equity trading revenues and cash equity trading revenues, net increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower capture rate.

Current wording

Cash equity trading revenues and cash equity trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower capture.

Previous wording

Transaction rebates increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.

Current wording

Transaction rebates increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.

Previous wording

U.S. Tape plans revenues increased for the three and the first six months of 2025 compared with the same periods in 2024 primarily due to usage volume, higher share and higher one-time industry-wide adjustments.

Current wording

U.S. Tape plans revenues decreased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to lower audit revenue collection, partially offset by higher usage volume. The increase for the nine months ended September 30, 2025 compared with the same period in 2024 was primarily due to higher one-time industry-wide adjustments and higher usage volume.

Previous wording

Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from our Other business:

Current wording

Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from these businesses:

Previous wording

In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 millionfor the three months ended June 30, 2025 and 2024, respectively, and $13 million and $11 millionfor the six months ended June 30, 2025 and 2024, respectively.

Current wording

In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 millionfor the three months ended September 30, 2025 and 2024, respectively, and $20 million and $16 millionfor the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Other revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to an increase in Nordic derivatives revenues and Canadian cash equity revenues.

Current wording

Other revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to an increase in Nordic derivatives revenues and Canadian cash equity revenues.

Previous wording

For the three and six months ended June 30, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business. See Note 4, "Divestitures," for further discussion.

Current wording

For the three and nine months ended September 30, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business. See Note 4, "Divestitures," for further discussion.

Previous wording

The increase in compensation and benefits expense for the three and six months ended June 30, 2025 compared with the same periods in 2024 was primarily driven by increased headcount and higher incentive compensation. The increase in the first six month of 2025 compared with the same period in 2024 was partially offset by a pre-tax charge of $23 million in the first quarter of 2024 resulting from the finalization of the termination of our pension plan.

Current wording

The increase in compensation and benefits expense for the three and nine months ended September 30, 2025 compared with the same periods in 2024 was primarily driven by increased headcount and higher incentive compensation. The increase in the first nine month of 2025 compared with the same period in 2024 was partially offset by a pre-tax charge of $23 million in the first quarter of 2024 resulting from the finalization of the termination of our pension plan.

Previous wording

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,492 employees as of June 30, 2025 from 8,658 employees as of June 30, 2024, as we support revenue growth and innovation.

Current wording

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,625 employees as of September 30, 2025 from 9,120 employees as of September 30, 2024, as we support revenue growth and innovation.

Previous wording

Technology and communication infrastructure expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.

Current wording

Technology and communication infrastructure expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.

Previous wording

Occupancy expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to colocation data center growth.

Current wording

Occupancy expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to colocation data center growth.

Previous wording

General, administrative and other expense decreased for the three months ended June 30, 2025 as compared with the same period in 2024 due to a change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024. The decrease for the first six months of 2025 compared with the same period in 2024 is primarily due to a gain on extinguishment of debt recorded in the first six months of 2025 as well as the reclassification described above. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Current wording

General, administrative and other expense decreased for the three and nine months ended September 30, 2025 as compared with the same periods in 2024 due to a change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024 and a gain on extinguishment of debt recorded in the first nine months of 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Previous wording

Marketing and advertising expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher client incentive spending resulting from increased IPO activity.

Current wording

Marketing and advertising expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher client acquisition costs.

Previous wording

Depreciation and amortization expense increased slightly for the three and six months ended June 30, 2025 compared with the same period in 2024 due to increased depreciation of capitalized software projects.

Current wording

Depreciation and amortization expense increased slightly for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to increased depreciation of capitalized software projects.

Previous wording

We have pursued various strategic initiatives and completed acquisitions anddivestitures 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 and vary based on the size and frequency of the activities described above. For the three and six months ended June 30, 2025, and June 30, 2024 these costs included Adenza integration costs and other strategic initiative costs. For the three and six months ended June 30, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024 related to the termination of the then proposed divestiture of our Nordic power futures business. For the three and six months ended June 30, 2025, these costs included a repayment of a portion of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

Current wording

We have pursued various strategic initiatives and completed acquisitions anddivestitures 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 and vary based on the size and frequency of the activities described above. For the three and nine months ended September 30, 2025, and 2024 these costs included Adenza integration costs and other strategic initiative costs. For the nine months ended September 30, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the nine months ended September 30, 2025, these costs included a repayment of a portion of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

Previous wording

Restructuring charges decreased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to the completion of our divisional realignment program in September 2024.

Current wording

Restructuring charges decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to the completion of our divisional realignment program in September 2024.

Previous wording

We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed 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 with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. We have actioned approximately $130 million of net expense synergies through June 30, 2025.

Current wording

We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur up to approximately $140 million in pre-tax charges. Initiatives taken as part of this program are expected to be actioned by the end of 2025, while certain costs may be recognized in the first half of 2026. We have surpassed the initial program target by actioning approximately $150 million of net expense synergies through September 30, 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.

Previous wording

Interest income increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to a higher average cash balance.

Current wording

Interest income increased for the nine months ended September 30, 2025 compared with the same period in 2024 primarily due to a higher average cash balance.

Previous wording

Interest expense decreased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to lower outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Current wording

Interest expense decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to lower average outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Previous wording

Net gains on divestitures for the three and six months ended June 30, 2025 relates to the divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

Current wording

For the nine months ended September 30, 2025, net gain (loss) on divestitures includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell, of which a portion are reflected for the three months ended September 30, 2025. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

Previous wording

Net income from unconsolidated investees increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to higher income recognized from our equity method investment in OCC driven by higher industry volumes. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Current wording

Net income from unconsolidated investees increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to higher income recognized from our equity method investment in OCC driven by higher industry volumes. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Previous wording

◦For the three and six months ended June 30, 2025, and June 30, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the three and six months ended June 30, 2024, these costs were partially offset by the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the three and six months ended June 30, 2025, these costs included a repayment of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

Current wording

◦For the three and nine months ended September 30, 2025, and September 30, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the nine months ended September 30, 2024, these costs were partially offset by the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the nine months ended September 30, 2025, these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement.

Previous wording

◦Net gain on divestitures: For the three and six months ended June 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

Current wording

◦Net (gain) loss on divestitures: For the nine months ended September 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell, of which a portion are reflected for the three months ended September 30, 2025. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

Previous wording

extinguishment of debt, which is recorded under general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Current wording

◦Gain on extinguishment of debt: For the nine months ended September 30, 2025, this includes a gain on extinguishment of debt, which is recorded under general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Previous wording

◦Legal and regulatory matters: For the three and six months ended June 30, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2024, this primarily related to the settlement of an SFSA fine.

Current wording

◦Legal and regulatory matters: For the three and nine months ended September 30, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. For the nine months ended September 30, 2024, this primarily related to the settlement of an SFSA fine, and accruals related to certain legal matters.