NDAQ Nasdaq Inc

Second quarter 2024 net revenues¹ were $1.2 billion, an increase of 25% over the second quarter of 2023, up 10% on a pro forma² basis. This included Solutions³ revenues increasing 34%, or 13% on a pro forma basis.

Annualized Recurring Revenue (ARR)⁴ of $2.7 billion increased 29% over the second quarter of 2023, up 7% on a pro forma basis.

Financial Technology revenues of $420 million increased 79% over the second quarter of 2023, up 16% on a pro forma basis.

Index revenues of $167 million increased 29%, with $53 billion of net inflows over the trailing twelve months and $17 billion in the second quarter.

GAAP diluted earnings per share decreased 30% in the second quarter of 2024. Non-GAAP⁵ diluted earnings per share decreased 3% in the second quarter of 2024, but increased 7% organically.

In the second quarter of 2024, the company returned $138 million to shareholders through dividends and $58 million through share repurchases of common stock. The company also repaid a net $174 million of commercial paper in the second quarter of 2024.

(US$ millions,

except per share)

Solutions Revenues

Market Services Net Revenues

Net Revenues**

GAAP Operating income

Non-GAAP Operating income

ARR

GAAP Diluted EPS

Non-GAAP Diluted EPS

Pro forma results are presented assuming AxiomSL and Calypso were included in the prior year quarterly results. Pro forma growth excludes the impacts of foreign currency except for AxiomSL and Calypso, which are not yet calculated on an organic basis.

Net revenues includes $8 million of Other Revenues, which primarily reflect revenues associated with the European power trading and clearing business.

Second quarter 2024 net revenues were $1.2 billion, an increase of $234 million, reflecting 25% growth versus the prior year period, or 10% growth on a pro forma basis. Revenue growth includes a $168 million benefit related to the acquisition of Adenza, partially offset by a $2 million decrease from the impact of changes in FX rates.

Solutions revenues were $901 million in the second quarter of 2024, an increase of $228 million, up 34% versus the prior year period, or 13% growth on a pro forma basis, reflecting strong growth from Index and Financial Technology.

ARR grew 29% year over year, or 7% on a pro forma basis, in the second quarter with 13% pro forma ARR growth for Financial Technology and 1% ARR growth for Capital Access Platforms.

Market Services net revenues were $250 million in the second quarter of 2024, an increase of $8 million, or 3%, versus the prior year period. The increase was primarily driven by a $7 million increase in U.S. cash equities and a $2 million increase in European cash equities, partially offset by a $4 million decline in U.S. tape plan revenue.

Second quarter 2024 GAAP operating expenses were $736 million, an increase of $193 million, or 36%, versus the prior year period. The increase for the second quarter of 2024 is primarily due to the acquisition of Adenza, which resulted in an additional $85 million in amortization expense of acquired intangible assets, $67 million of other AxiomSL and Calypso operating expenses, and $37 million of increased restructuring charges associated with the program we initiated to optimize our efficiencies as a

combined organization and integrating the Adenza acquisition, as well as organic growth driven by increased investments in technology and our people to drive innovation and long-term growth. These increases were partially offset by a $41 million decrease in merger and strategic initiatives expense and the benefit of synergies.

Second quarter 2024 non-GAAP operating expenses were $539 million, an increase of $98 million, reflecting 22% growth versus the prior year period, or 7% growth on a pro forma basis. The increase for the second quarter of 2024 is primarily due to the inclusion of $67 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.

Second quarter 2024 cash flow from operations was $460 million, enabling the company to continue to make meaningful progress on its deleveraging plan. In the second quarter of 2024, the company returned $138 million to shareholders through dividends and $58 million through repurchases of our common stock. The company also repaid a net $174 million of commercial paper in the second quarter of 2024. As of June 30, 2024, there was $1.8 billion remaining under the board authorized share repurchase program.

The company is updating its 2024 non-GAAP operating expense guidance to a range of $2,145 million to $2,185 million, and maintaining its 2024 non-GAAP tax rate guidance to be in the range of 24.5% to 26.5%.

Financial Technology delivered strong revenue growth in the second quarter. Performance in the division reflected the value of its mission-critical solutions and clients moving towards more strategic, long-term partnerships across the most critical areas of risk and compliance. Financial Technology pro forma ARR growth was 13% in the second quarter, while achieving 67 new customers, 96 upsells, and 4 cross-sells. Highlights in the second quarter include:

Financial Crime Management Technology ARR growth of 25% reflects sustained SMB customer momentum and continued progress in its enterprise strategy. Financial Crime Management Technology signed 53 new SMB clients while building its Tier 1 and Tier 2 pipeline with growth in proofs-of-concept (POCs) across this client segment. Financial Crime Management Technology also signed a new Tier 1 bank in July 2024.

AxiomSL and Calypso achieved 14% combined pro forma ARR growth with strong cloud bookings. AxiomSL and Calypso delivered a combined 58 upsells and 6 new clients, indicative of the strength of client relationships and value of the offerings. 68% of new bookings in the quarter were cloud-based. Combined gross revenue retention⁷ was 96% 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 15%, gross revenue retention was 98% and net revenue retention was 112%.

Market Technology delivered 9% ARR growth, reflecting ongoing execution within the market modernization megatrend. Market Technology grew subscription revenue 9%, inline with ARR growth, with 9 upsells and 2 new clients, including a new partnership with the Indonesia Stock Exchange (IDX) to upgrade its market infrastructure. IDX will upgrade its core trading platform to Nasdaq’s most advanced matching engine and committed to extend its use of Nasdaq’s market surveillance solution.

Index delivered another quarter of exceptional performance and advanced its growth strategy across product innovation, globalization, and institutional client expansion. Index had $53 billion in net inflows over the trailing 12 months, with $17 billion in the second quarter. Nasdaq’s Index business achieved another record in Index ETP AUM, averaging $531 billion during the second quarter and reaching $569 billion at quarter-end. Index derivatives trading volumes increased 25% year-over-year, also contributing to revenue growth in the quarter. Nasdaq partnered in the launch of 18 new products in the quarter, including 3 insurance annuity vehicles targeting institutional clients, and half of these product launches were outside the United States.

Nasdaq extended its listings leadership in the U.S. in the second quarter of 2024. As IPO activity improved in the second quarter, Nasdaq had a 72% win rate of eligible operating companies, reflecting 31 U.S. operating company IPOs that raised more than $3 billion in proceeds. This achievement marks the 42nd consecutive quarter of Nasdaq’s leadership in the number of U.S. operating company listings.

Nasdaq executed the highest ever one-day notional Closing Cross volume in June. During the annual Russell U.S. indexes reconstitution, Nasdaq successfully facilitated approximately 2.9 billion shares traded in 0.878 seconds across Nasdaq-listed securities, representing a record $95.3 billion dollars in market value.

Nasdaq’s performance was further enhanced by continued progress against its 2024 strategic priorities – Integrate, Innovate, Accelerate – positioning the company to capitalize on opportunities for sustainable, scalable, and resilient growth.

Integrate - Nasdaq actioned over 70% of its net expense synergy goal and achieved its 4.0x deleveraging target ahead of schedule.

Innovate - Consistent with GenAI capabilities recently released in Verafin and BoardVantage, Nasdaq launched an AI-enabled pension meeting minutes summarization tool within eVestment while expanding the pipeline of AI features scheduled for introduction in upcoming quarters.

Accelerate - Nasdaq completed 11 cross-sells since the close of the Adenza transaction, including 4 during the second quarter.

Represents revenues less transaction-based expenses.

Pro forma results are presented assuming AxiomSL and Calypso were included in the prior year quarterly results. These results are not calculated in a manner consistent with the pro forma requirements in Article 11 of Regulation

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

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.

Refer to our reconciliations of U.S. GAAP to non-GAAP net income, diluted earnings per share, operating income, operating expenses and organic impacts included in the attached schedules.

U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business.

Gross Retention: As used herein for AxiomSL and Calypso, ARR in the current period over ARR in the prior year period for existing customers excluding price increases and upsells and excluding new customers.

Net Retention: As used herein for AxiomSL and Calypso, ARR in the current period over ARR in the prior year period for existing customers including price increases and upsells and excluding new customers.

Revenues:

Capital Access Platforms

Financial Technology

Market Services

Other Revenues

Total revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Revenues less transaction-based expenses

Operating Expenses:

Compensation and benefits

Professional and contract services

Technology and communication infrastructure

Occupancy

General, administrative and other

Marketing and advertising

Depreciation and amortization

Regulatory

Merger and strategic initiatives

Restructuring charges

Total operating expenses

Operating income

Interest income

Interest expense

Other income (loss)

Net income (loss) from unconsolidated investees

Income before income taxes

Income tax provision

Net income

Net loss attributable to noncontrolling interests

Net income attributable to Nasdaq

Per share information:

Basic earnings per share

Diluted earnings per share

Cash dividends declared per common share

Weighted-average common shares outstanding for earnings per share:

Basic

Diluted

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

Index revenues

Workflow and Insights revenues

Total Capital Access Platforms revenues

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

Regulatory Technology revenues

Capital Markets Technology revenues

Total Financial Technology revenues

MARKET SERVICES

Market Services revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total Market Services revenues, net

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

Assets

Current assets:

Cash and cash equivalents

Restricted cash and cash equivalents

Default funds and margin deposits

Financial investments

Receivables, net

Other current assets

Total current assets

Property and equipment, net

Goodwill

Intangible assets, net

Operating lease assets

Other non-current assets

Total assets

Liabilities

Current liabilities:

Accounts payable and accrued expenses

Section 31 fees payable to SEC

Accrued personnel costs

Deferred revenue

Other current liabilities

Default funds and margin deposits

Short-term debt

Total current liabilities

Long-term debt

Deferred tax liabilities, net

Operating lease liabilities

Other non-current liabilities

Total liabilities

Commitments and contingencies

Equity

Nasdaq stockholders’ equity:

Common stock

Additional paid-in capital

Common stock in treasury, at cost

Accumulated other comprehensive loss

Retained earnings

Total Nasdaq stockholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

U.S. GAAP net income attributable to Nasdaq

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives expense ⁽²⁾

Restructuring charges ⁽³⁾

Lease asset impairments ⁽⁴⁾

Net (income) loss from unconsolidated investees ⁽⁵⁾

Legal and regulatory matters ⁽⁶⁾

Pension settlement charge ⁽⁷⁾

Other (income) loss ⁽⁸⁾

Total non-GAAP adjustments

Non-GAAP adjustment to the income tax provision ⁽⁹⁾

Tax on intra-group transfer of intellectual property assets ⁽¹⁰⁾

Total non-GAAP adjustments, net of tax

Non-GAAP net income attributable to Nasdaq

U.S. GAAP diluted earnings per share

Total adjustments from non-GAAP net income above

Non-GAAP diluted earnings per share

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

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.

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 six months ended June 30, 2024, and for the three months ended June 30, 2023, these costs primarily relate to the Adenza acquisition. For the three and six months ended June 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.

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-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period.

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 three and six months ended June 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.

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.

For the three and six months ended June 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 six months ended June 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.

For the six months ended June 30, 2024, we recorded a pre-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.

For the three and six months ended June 30, 2024, 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.

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

For the three and six months ended June 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.

U.S. GAAP operating income

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives expense ⁽²⁾

Restructuring charges ⁽³⁾

Lease asset impairments ⁽⁴⁾

Legal and regulatory matters ⁽⁵⁾

Pension settlement charge ⁽⁶⁾

Other loss

Total non-GAAP adjustments

Non-GAAP operating income

Revenues less transaction-based expenses

U.S. GAAP operating margin ⁽⁷⁾

Non-GAAP operating margin ⁽⁸⁾

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.

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 six months ended June 30, 2024, and for the three months ended June 30, 2023, these costs primarily relate to the Adenza acquisition. For the three and six months ended June 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.

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-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period.

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 three and six months ended June 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.

For the three and six months ended June 30, 2024, these items primarily included the settlement of a SFSA fine and accruals related to certain legal matters. For the six months ended June 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.

For the six months ended June 30, 2024, we recorded a pre-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.

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

Non-GAAP operating margin equals non-GAAP operating income divided by revenues less transaction-based expenses.

U.S. GAAP operating expenses

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives expense ⁽²⁾

Restructuring charges ⁽³⁾

Lease asset impairments ⁽⁴⁾

Legal and regulatory matters ⁽⁵⁾

Pension settlement charge ⁽⁶⁾

Other (loss)

Total non-GAAP adjustments

Non-GAAP operating expenses

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.

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 six months ended June 30, 2024, and for the three months ended June 30, 2023, these costs primarily relate to the Adenza acquisition. For the three and six months ended June 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.

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-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period.

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 three and six months ended June 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.

For the three and six months ended June 30, 2024, these items primarily included the settlement of a SFSA fine and accruals related to certain legal matters. For the six months ended June 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.

For the six months ended June 30, 2024, we recorded a pre-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.

CAPITAL ACCESS PLATFORMS

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

Regulatory Technology revenues

Capital Markets Technology revenues

Total Financial Technology revenues

SOLUTIONS REVENUES ⁽³⁾

MARKET SERVICES REVENUES, NET

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

Non-GAAP operating expenses

Non-GAAP operating income

Non-GAAP operating margin

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 $6 million for the second quarter of 2023.

Primarily reflects the impacts from changes in FX rates.

Represents Capital Access Platforms and Financial Technology segments.

CAPITAL ACCESS PLATFORMS

Data and Listing Services revenues

Index revenues

Workflow and Insights revenues

Total Capital Access Platforms revenues

FINANCIAL TECHNOLOGY

Financial Crime Management Technology revenues

Regulatory Technology revenues

Capital Markets Technology revenues

Total Financial Technology revenues

SOLUTIONS REVENUES ⁽²⁾

MARKET SERVICES REVENUES, NET

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

Non-GAAP Operating Expenses

Non-GAAP Operating Income

Non-GAAP diluted earnings per share

Primarily includes the impacts of the Adenza acquisition and changes in FX rates.

Represents Capital Access Platforms and Financial Technology segments.

Capital Access Platforms

Annualized recurring revenues (in millions) ⁽¹⁾

Initial public offerings

The Nasdaq Stock Market ⁽²⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

Total new listings

The Nasdaq Stock Market ⁽²⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic ⁽³⁾

Number of listed companies

The Nasdaq Stock Market ⁽⁴⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic ⁽⁵⁾

Index

Number of licensed exchange traded products (ETPs)

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

Quarterly average ETP AUM tracking Nasdaq indexes (in billions)

TTM ⁽⁶⁾ net inflows ETP AUM tracking Nasdaq indexes (in billions)

TTM ⁽⁶⁾ net appreciation ETP AUM tracking Nasdaq indexes (in billions)

Financial Technology

Annualized recurring revenues (in millions) ⁽¹⁾

Financial Crime Management Technology

Regulatory Technology

Capital Markets Technology

Total Financial Technology

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

Nasdaq PHLX matched market share

The Nasdaq Options Market matched market share

Nasdaq BX Options matched market share

Nasdaq ISE Options matched market share

Nasdaq GEMX Options matched market share