Nasdaq, Inc.

“We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks.”

Annual report 2025A · The company itself

“The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.”

Annual report 2025A · The company itself

“In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators’ ability to monitor trading activity. Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology.”

Annual report 2025A · The company itself

“We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, DORA. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines.”

Annual report 2025A · The company itself

“Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges.”

Annual report 2025A · The company itself

“Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business. Regulatory changes adopted by the SEC or other regulators with respect to our markets and to the instruments traded on our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, technological oversight and fees for proprietary market data, connectivity and transactions.”

Annual report 2025A · The company itself

“The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post-trade market share metrics.”

Annual report 2025A · The company itself

“There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely.”

Annual report 2025A · The company itself

“We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering.”

Annual report 2025A · The company itself

“Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject.”

Annual report 2025A · The company itself

“In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations.”

Annual report 2025A · The company itself

“Changes in tax laws, regulations or policies could have a material adverse effect on our financial results. Changes in tax laws, regulations, trade policies or other policies could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner.”

Annual report 2025A · The company itself

“On November 1, 2023, Nasdaq completed the acquisition of Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for a total purchase consideration of $9,984 million. The purchase price consisted of $5.75 billion in cash and 85.6 million shares of Nasdaq common stock.”

Annual report 2025A · The company itself

“Nasdaq Clearing maintains two member sponsored default funds: one related to financial markets and one related to commodities markets. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing.”

Annual report 2025A · The company itself

“We help companies of all maturity levels through our robust combination of technology, tools, data, insights and capital market solutions. Our sustainability-focused solutions are centered around three strategic pillars to meet our client’s needs in a rapidly evolving market: •Regulatory and climate focused Workflows: A powerful, built-for-purpose sustainability data management platform with user-friendly workflows for regulation and climate strategy needs. •AI-powered Insights: Proprietary insights powered by trusted data sources and generative AI to provide our users with a better lens to make faster sustainability decisions. •In-house Expertise: In-house sustainability expertise combined with technology to provide full-service support to organizations navigating global compliance requirements, while also monitoring the capital markets.”

Annual report 2025A · The company itself

“Trading volumes and values are driven primarily by general market conditions and declines in trading volumes or values may affect our market share and impact our pricing. In addition, our Market Services businesses receive revenues from a relatively small number of customers concentrated in the financial industry, so any event that impacts one or more customers or the financial industry in general could impact our revenues.”

Annual report 2025A · The company itself

“Stagnation or decline in the listings market could have an adverse effect on our revenues. The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, either due to market factors or our listing standard changes, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years.”

Annual report 2025A · The company itself

“We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock. Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: •economic, political and geopolitical market conditions; •evolving market or customer preferences for solutions provided locally or outside of the U.S.; •natural disasters, terrorism, pandemics, war or other catastrophes; •broad trends in finance and technology; •changes in price levels and volatility in the stock markets; •the level and volatility of interest rates; •volatility in commodity markets, including the energy markets; •inflation; •disruptions or delays in our supply chains; •changes in government monetary or tax policy; •the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and •the perceived attractiveness of the U.S. or European capital markets.”

Annual report 2025A · The company itself

“Any one of these factors could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes or values.”

Annual report 2025A · The company itself

“For example, 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. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and an improving IPO landscape.”

Annual report 2025A · The company itself

“Year Ended December 31, U.S. equity options 2025 2024 2023 Total industry average daily volume (in millions) 55.8 44.4 40.4 Nasdaq PHLX matched market share 10.3% 10.0% 11.3% The Nasdaq Options Market matched market share 3.5% 5.5% 6.1% Nasdaq BX Options matched market share 1.6% 2.1% 3.3% Nasdaq ISE Options matched market share 6.7% 6.9% 5.9% Nasdaq GEMX Options matched market share 3.6% 2.6% 2.4% Nasdaq MRX Options matched market share 3.4% 2.7% 2.0% Total matched market share executed on Nasdaq’s exchanges 29.1% 29.8% 31.0% U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower overall U.S. matched market share executed on Nasdaq’s exchanges.”

Annual report 2025A · The company itself

“Nasdaq Fund Network provides a comprehensive pricing, data, and analytics platform for investment products and provides coverage of unit investments trusts in product and strategy reports available to financial professionals and investors. NCMA submits product and strategy reports to FINRA’s advertising review department prior to distribution.”

Annual report 2025A · The company itself

“This allows them to market and sell the suite of Dorsey Wright powered ETPs, along with designated additional ETPs tracking Nasdaq index-linked strategies, to U.S. based advisors and receive bonus compensation tied to the growth of those ETPs. The sales team also sells Nasdaq index-linked ETPs to institutional investors (such as pensions, endowments, and foundations) and facilitates seeding for newly launched Nasdaq index-linked ETPs and receives bonus compensation tied to revenue generated for Nasdaq from such activities.”

Annual report 2025A · The company itself

“Moreover, established technology companies have expanded into financial crime management by offering specialized solutions incorporating advanced data analytics, AI and machine learning technologies. The Financial Crime Management Technology and surveillance offerings compete on a number of factors, including but not limited to, increased workflow efficiency, quality of the data, quality of alerts and pricing.”

Annual report 2025A · The company itself

“The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.”

Annual report 2025A · The company itself

“Workflow & Insights Revenues The following table presents key drivers from our Workflow & Insights business: Year Ended December 31, 2025 2024 2023 (in millions) ARR $495 $473 $456 Quarterly annualized SaaS revenues Workflow & Insights revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Data Link sales growth.”

Annual report 2025A · The company itself

“We are committed to the ethical and responsible use of AI in our products, services and business operations. Our AI governance structure aligns the application of AI with our core values through a framework that addresses the new and unique risks that AI technology presents, while enabling us to explore innovation and take advantage of opportunities that AI presents to better serve our customers, advance our business objectives and bring value to our shareholders.”

Annual report 2025A · The company itself

“We are focused on amplifying the impact that AI has on our business and in our products. We continue to develop products and services using AI, including generative AI, and the use of AI in product development remains a priority for us in 2026.”

Annual report 2025A · The company itself

“We also continue to invest in AI to strengthen our AxiomSL and Calypso solutions. For instance, in our AxiomSL offering we are embedding advanced AI capabilities, from generative AI assistants to machine-learning analytics to enhance user productivity, predictive insights and agility when handling new regulations.”

Annual report 2025A · The company itself

“Within our market technology business, we continue to progress AI deployments to strengthen our Eqlipse platform, a cloud-native suite that spans the full trade lifecycle - trading, clearing, CSD, and data intelligence - and serves as an AI-ready foundation for advanced analytics and automation. We believe that our focus on AI to enhance features of our existing offerings and in the development of new solutions, together with our significant proprietary data sets and our use of AI to drive internal operating efficiencies, provides us with a competitive advantage.”

Annual report 2025A · The company itself

“We must continue to introduce new products, initiatives and enhancements to maintain our competitive position. We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company.”

Annual report 2025A · The company itself

“We have made, and are continuing to make, significant investments in AI including generative AI and agentic AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, financial reporting, and investment analytics solutions, and to enhance and refine our internal business operations.”

Annual report 2025A · The company itself

“Nasdaq launched 122 new Index products in 2025, with nearly half of the launches being international products and 32 new products in the institutional insurance annuity space. •The Financial Technology segment delivered 14% growth in ARR and revenue, reflecting an increase in new clients, cross-sells and upsells. •Market Services delivered record revenue, reflecting strength across U.S. cash equities and U.S. equities options volumes in 2025.”

Annual report 2025A · The company itself

“We have established a technology risk program to evaluate the resiliency of critical systems, including risks associated with cybersecurity. This program is focused on identifying areas for improvement in systems, and implementing changes and upgrades to technology and processes to minimize future risk.”

Annual report 2025A · The company itself

“The act applies directly to our European regulated entities, as well as indirectly to our provision of information and communications technology services to other European regulated entities subject to DORA.”

Annual report 2025A · The company itself

“Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations. As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information, cybersecurity, data privacy, resiliency and data usage becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security vulnerabilities.”

Annual report 2025A · The company itself

“Our business operates certain systems that may be considered “critical infrastructure” under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation.”

Annual report 2025A · The company itself

“On November 1, 2023, Nasdaq completed the acquisition of Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for a total purchase consideration of $9,984 million. The purchase price consisted of $5.75 billion in cash and 85.6 million shares of Nasdaq common stock.”

Annual report 2025A · The company itself

“Financial Crime Management Technology Financial Crime Management Technology includes our Nasdaq Verafin solution, which delivers a leading antifinancial crime platform improving the integrity and transparency of the financial world. Nasdaq Verafin provides a cloud-based solution to financial institutions for fraud detection and management, anti-money laundering and countering the financing of terrorism compliance and management, high-risk customer management, sanctions screening and management, and information sharing.”

Annual report 2025A · The company itself

“Financial Crime Management Technology Revenues The following table presents key drivers for our Financial Crime Management Technology business: Year Ended December 31, 2025 2024 2023 (in millions) ARR and Quarterly annualized SaaS revenues $329 $278 $226 Financial Crime Management Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher subscription revenues from new and existing clients and higher professional services fees.”

Annual report 2025A · The company itself

“The strength and resiliency of our technology in meeting the advancing demands of our global customer base is vital to the continued success of our business and distinguishes us from our competitors. We strive to be a trusted partner to a diverse range of clients that participate across the global financial ecosystem.”

Annual report 2025A · The company itself

“AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. While certain of our offerings were affected by the AWS outage in October 2025, the outage did not affect trading on our exchanges.”

Annual report 2025A · The company itself

“The following table presents key drivers for our Capital Markets Technology business: Year Ended December 31, 2025 2024 2023 (in millions) ARR $975 $868 $799 Quarterly annualized SaaS revenues Capital Markets Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024. The increase was primarily due to higher revenues related to data center growth and higher subscription revenues from new sales and price increases to existing clients.”

Annual report 2025A · The company itself

“We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services.”

Annual report 2025A · The company itself

“Technology and communication infrastructure expense increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.”

Annual report 2025A · The company itself

“During 2025, Nasdaq continued its shift from traditional onpremises deployments by utilizing and deploying cloud infrastructure. We believe that migrating our exchanges and non-exchange workloads to the cloud, through our partnership with AWS, will result in improved performance and increased flexibility for our customers.”

Annual report 2025A · The company itself

“To facilitate the exchange migration to AWS, Nasdaq continues to leverage its Fusion technology platform. Fusion positions Nasdaq’s North American and European derivatives markets to manage, operate and deploy a common platform that can be used across our nine Nasdaq derivative markets, while enabling our markets for cloud deployment.”

Annual report 2025A · The company itself

“For example, 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. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and an improving IPO landscape.”

Annual report 2025A · The company itself

“Year Ended December 31, U.S. equity options 2025 2024 2023 Total industry average daily volume (in millions) 55.8 44.4 40.4 Nasdaq PHLX matched market share 10.3% 10.0% 11.3% The Nasdaq Options Market matched market share 3.5% 5.5% 6.1% Nasdaq BX Options matched market share 1.6% 2.1% 3.3% Nasdaq ISE Options matched market share 6.7% 6.9% 5.9% Nasdaq GEMX Options matched market share 3.6% 2.6% 2.4% Nasdaq MRX Options matched market share 3.4% 2.7% 2.0% Total matched market share executed on Nasdaq’s exchanges 29.1% 29.8% 31.0% U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower overall U.S. matched market share executed on Nasdaq’s exchanges.”

Annual report 2025A · The company itself

“2025 Highlights •Nasdaq extended its listing leadership in 2025 and achieved its seventh consecutive year as the top U.S. exchange by proceeds raised. •In 2025, U.S. operating company IPOs on Nasdaq raised over $24 billion in proceeds.”

Annual report 2025A · The company itself

“In 2025, Nasdaq set a record for listing transfers, with $1.2 trillion in annual switches for the first time including the largest exchange transfer on record.”

Annual report 2025A · The company itself

“In the U.S., we operate six options exchanges: Nasdaq PHLX, The Nasdaq Options Market, Nasdaq BX Options, Nasdaq ISE, Nasdaq GEMX and Nasdaq MRX.”

Annual report 2025A · The company itself

“In Canada, we operate an exchange with three independent markets for the trading of Canadian-listed securities: Nasdaq Canada CXC, Nasdaq Canada CX2 and Nasdaq Canada CXD.”

Annual report 2025A · The company itself

“Our U.S. headquarters are located in New York, New York, and our European headquarters are located in Stockholm, Sweden. We also lease space in multiple locations around the world, which are used for research and development, sales and support, and administrative activities, as well as for data centers and disaster preparedness facilities.”

Annual report 2025A · The company itself

“Competition in the data business is influenced by rapidly changing technology and the creation of new product and service offerings.”

Annual report 2025A · The company itself

“The act applies directly to our European regulated entities, as well as indirectly to our provision of information and communications technology services to other European regulated entities subject to DORA.”

Annual report 2025A · The company itself

“The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.”

Annual report 2025A · The company itself

“Workflow & Insights Revenues The following table presents key drivers from our Workflow & Insights business: Year Ended December 31, 2025 2024 2023 (in millions) ARR $495 $473 $456 Quarterly annualized SaaS revenues Workflow & Insights revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Data Link sales growth.”

Annual report 2025A · The company itself

“We must continue to introduce new products, initiatives and enhancements to maintain our competitive position. We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company.”

Annual report 2025A · The company itself

“Nasdaq operates three broker-dealers: Nasdaq Execution Services, LLC, NFSTX, LLC, and Nasdaq Capital Markets Advisory LLC. Each broker-dealer is registered with the SEC, a member of FINRA and registered in the U.S. states and territories required by the operation of its business.”

Annual report 2025A · The company itself

“Our Nasdaq Verafin solution provides the tools to help more than 2,750 North American financial institutions, including G-SIBs, with regulatory compliance as well as detect, investigate and report money laundering and financial fraud.”

Annual report 2025A · The company itself

“Additionally, we face credit risk from customers, counterparties, clearing agents, and transaction and subscription-based revenues billed in arrears, as these parties may default due to bankruptcy, lack of liquidity, operational failure, or other reasons.”

Annual report 2025A · The company itself

“Congress and federal regulators are considering regulating digital assets, tokenization of equities, and prediction markets. The outcome of those deliberations could adversely impact our current markets and future plans.”

Annual report 2025A · The company itself

“Moreover, in the third quarter of 2025, Nasdaq filed a proposed rule change with the SEC to enable the trading of tokenized equity securities and ETPs on its platform. The proposal represents a step toward integrating blockchain-based assets into the existing U.S.”

Annual report 2025A · The company itself

“In addition to serving the market operators in the core capital markets, there is a demand for mission critical solutions to enable robust operation of new emerging asset classes such as crypto currencies and native digital markets. Our market technology business currently offers its services to several digital assets exchanges, and the SaaS-based Marketplace Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions.”

Annual report 2025A · The company itself

“RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions. We must rationalize, coordinate and integrate the operations of our acquired businesses.”

Annual report 2025A · The company itself

“Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy.”

Annual report 2025A · The company itself

“We continue to be committed to our decarbonization and climate strategy. We are working towards our short- and long-term net-zero science-based targets, which were originally set and validated by the Science Based Targets initiative in 2022, and updated and validated in 2025 to reflect Nasdaq's 2023 acquisition of Adenza and the integration of Adenza's operations into Nasdaq's environmental program and climate strategy.”

Annual report 2025A · The company itself

“We continue to be committed to our decarbonization and climate strategy. We are working towards our short- and long-term net-zero science-based targets, which were originally set and validated by the Science Based Targets initiative in 2022, and updated and validated in 2025 to reflect Nasdaq's 2023 acquisition of Adenza and the integration of Adenza's operations into Nasdaq's environmental program and climate strategy.”

Annual report 2025A · The company itself

“Nasdaq launched 122 new Index products in 2025, with nearly half of the launches being international products and 32 new products in the institutional insurance annuity space. •The Financial Technology segment delivered 14% growth in ARR and revenue, reflecting an increase in new clients, cross-sells and upsells. •Market Services delivered record revenue, reflecting strength across U.S. cash equities and U.S. equities options volumes in 2025.”

Annual report 2025A · The company itself

“Our options trading platforms provide trading opportunities to retail investors, algorithmic trading firms and market makers, who tend to prefer electronic trading, and institutional investors, who typically require high touch services to execute their trades, which are often performed on our trading floor in Philadelphia.”

Annual report 2025A · The company itself

“This allows them to market and sell the suite of Dorsey Wright powered ETPs, along with designated additional ETPs tracking Nasdaq index-linked strategies, to U.S. based advisors and receive bonus compensation tied to the growth of those ETPs. The sales team also sells Nasdaq index-linked ETPs to institutional investors (such as pensions, endowments, and foundations) and facilitates seeding for newly launched Nasdaq index-linked ETPs and receives bonus compensation tied to revenue generated for Nasdaq from such activities.”

Annual report 2025A · The company itself

“Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory shifts, pandemics and other factors that are generally beyond our control. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.”

Annual report 2025A · The company itself

“The number of listings on our markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies.”

Annual report 2025A · The company itself

“Our Capital Access Platforms segment may be significantly affected by global economic conditions.”

Annual report 2025A · The company itself

“We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock. Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: •economic, political and geopolitical market conditions; •evolving market or customer preferences for solutions provided locally or outside of the U.S.; •natural disasters, terrorism, pandemics, war or other catastrophes; •broad trends in finance and technology; •changes in price levels and volatility in the stock markets; •the level and volatility of interest rates; •volatility in commodity markets, including the energy markets; •inflation; •disruptions or delays in our supply chains; •changes in government monetary or tax policy; •the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and •the perceived attractiveness of the U.S. or European capital markets.”

Annual report 2025A · The company itself

“Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges, constraints on data sharing with a U.S. based company, a reduced interest in providing operational support between certain regions and the U.S., or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results.”

Annual report 2025A · The company itself

“Because we have operations in numerous countries, we are exposed to currency risk. We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar.”

Annual report 2025A · The company itself

“Because we have operations in numerous countries, we are exposed to currency risk. We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar.”

Annual report 2025A · The company itself

“System limitations or failures could harm our business. Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them.”

Annual report 2025A · The company itself

“Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory shifts, pandemics and other factors that are generally beyond our control. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.”

Annual report 2025A · The company itself

“The following table presents key drivers for our Capital Markets Technology business: Year Ended December 31, 2025 2024 2023 (in millions) ARR $975 $868 $799 Quarterly annualized SaaS revenues Capital Markets Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024. The increase was primarily due to higher revenues related to data center growth and higher subscription revenues from new sales and price increases to existing clients.”

Annual report 2025A · The company itself

“We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services.”

Annual report 2025A · The company itself

“Occupancy expense increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to colocation data center growth.”

Annual report 2025A · The company itself

“Data & Listing Services revenues increased for the year ended December 31, 2025 compared with the same period in 2024 due to new data sales, usage and pricing, increased annual listings revenues due to new listings and the favorable impact from changes in foreign currency rates, partially offset by delistings.”

Annual report 2025A · The company itself

“In Europe, we operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic and exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland) together with the clearing operations of Nasdaq Clearing, as Nasdaq Nordic.”

Annual report 2025A · The company itself

“Our U.S. headquarters are located in New York, New York, and our European headquarters are located in Stockholm, Sweden. We also lease space in multiple locations around the world, which are used for research and development, sales and support, and administrative activities, as well as for data centers and disaster preparedness facilities.”

Annual report 2025A · The company itself

“We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments could be difficult to achieve and costly to implement.”

Annual report 2025A · The company itself

“Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. For example, new laws, regulations and policies are being developed in Europe and elsewhere globally that may require us to comply with specific, target-driven frameworks, disclosure and other requirements in multiple jurisdictions.”

Annual report 2025A · The company itself

“Recent domestic and worldwide political developments, including shifts in digital assets trading policy and regulatory and enforcement priorities, have added additional uncertainty with respect to both new laws and regulations and interpretations or enforcement of existing laws and regulations.”

Annual report 2025A · The company itself

“Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges, constraints on data sharing with a U.S. based company, a reduced interest in providing operational support between certain regions and the U.S., or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results.”

Annual report 2025A · The company itself

“Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities.”

Annual report 2025A · The company itself

“Additionally, since borrowings under our credit facilities bear interest at variable rates and commercial paper is issued at prevailing interest rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings.”

Annual report 2025A · The company itself

“Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel.”

Annual report 2025A · The company itself

“Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,525 employees as of December 31, 2025 from 9,162 employees as of December 31, 2024, as we support revenue growth and innovation.”

Annual report 2025A · The company itself

“Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers.”

Annual report 2025A · The company itself

“The number of listings on our markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies.”

Annual report 2025A · The company itself

“The modernization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense.”

Annual report 2025A · The company itself

“In Europe, we operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic and exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland) together with the clearing operations of Nasdaq Clearing, as Nasdaq Nordic.”

Annual report 2025A · The company itself

“We provide trading services in North America and Europe.”

Annual report 2025A · The company itself

“Nasdaq’s market technology solutions are utilized by leading markets in North America, Europe, Asia, Middle East, Latin America and Africa.”

Annual report 2025A · The company itself

“We are subject to MiFID II and MiFIR, the European Union’s Market Abuse Regulation, which primarily affects our European trading businesses.”

Annual report 2025A · The company itself

“Nasdaq’s market technology solutions are utilized by leading markets in North America, Europe, Asia, Middle East, Latin America and Africa.”

Annual report 2025A · The company itself

“In Europe, we operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic and exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland) together with the clearing operations of Nasdaq Clearing, as Nasdaq Nordic.”

Annual report 2025A · The company itself

“Nasdaq’s market technology solutions are utilized by leading markets in North America, Europe, Asia, Middle East, Latin America and Africa.”

Annual report 2025A · The company itself