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Nasdaq

NASDAQ: NDAQ · USD

Nasdaq (NDAQ) Economic Moat Analysis50

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

Nasdaq has a narrow moat supported by customer-specific financial technology implementations, long-term contracts and recurring demand. Actual subscription price increases strengthen the case for pricing power in Regulatory Technology. Listings achievements support franchise strength, but the passages do not demonstrate company-wide network effects or exceptional durability. Competition, regulated data pricing and unresolved antitrust proceedings constrain the assessment.

Switching costs

Long-term AxiomSL, Calypso and market technology contracts, together with customer-specific implementation work and continuing support, create switching friction. Growing recurring revenues and realized subscription price increases support a current advantage, although replacement costs and customer renewal rates are not quantified.

Durability
Contract duration and implementation specificity support persistence across contract periods. Durability beyond those periods is less certain because renewal economics, migration costs and incumbent customer losses are not disclosed.
Competitors
Comparison not established
Erosion risks
Customers can choose internal systems, enterprise vendors or specialized solutions. AI differentiation is asserted by management rather than demonstrated against competitors. Growth includes new customers, currency effects, upfront licenses and some one-time fees, so it cannot be equated with customer retention.
What would invalidate the thesis
The advantage would be undermined by sustained incumbent customer losses, declining renewals, widespread replacement with internal or competing systems, or price concessions that offset subscription growth despite continued market demand.
Evidence (5) · Counterevidence (4)

Changes since the previous analysis

  • No comparable previous version.

Evidence limitations

  • Assessment uses only supplied issuer passages. Source dates are filing dates: February 12, April 24 and July 23, 2026; they are not retrieval dates.
  • Competition passages relevant to the technology advantage disclose generic provider categories and internal alternatives, so the competitor array is empty. Eurex and Deutsche Börse are named in the investigation disclosures, which do not establish comprehensive competitor coverage.
  • Long-term contracts and customer-specific work support switching friction, but termination rights, migration costs, renewal rates and incumbent customer losses are missing. ARR growth does not isolate retention, pricing, new sales or currency effects.
  • Listings leadership and transfers support franchise strength. Management's network-effect and hard-to-replicate AI assertions do not by themselves demonstrate incremental customer value from network growth or durable technological superiority.
  • Price increases are demonstrated in Regulatory Technology, but their magnitude, customer elasticity and company-wide applicability are not disclosed.
  • The supplied proxy supports assessment of existing incentives and governance. It does not provide complete executive ownership or ownership-guideline compliance evidence; nominee independence statements are not treated as completed election results.
  • Acquisition accretion and actioned synergies are reported issuer achievements. Full acquisition returns, purchase-price discipline and long-term integration outcomes remain unestablished.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202158.1%24.5%10.6%15.6%
202257.5%25.1%10.4%25.0%
202364.2%26.0%7.5%25.4%
202462.8%24.3%6.8%23.4%
202563.5%28.2%9.5%24.1%

Pricing power63

  • Pricing outcomes

    Regulatory Technology subscription revenue increased partly because of actual price increases. Capital Markets Technology also benefited from a changed pricing structure. This establishes successful pricing in identified businesses, without isolating price contribution or proving company-wide power.

  • Customer demand

    Long-term contracts, support services and growing ARR provide indirect evidence of repeat demand and switching friction. New clients and currency effects also contributed, so no renewal or retention rate can be inferred.

  • Margin resilience

    Operating income rose across all three segments in 2025. First-half 2026 operating income increased to $1,369 million from $1,115 million while net revenues rose to $2,908 million from $2,543 million. These demonstrate recent operating resilience, although restructuring and revenue mix also matter and margins alone do not establish a moat.

  • Pricing freedom

    Implemented subscription price increases and a pricing-structure change demonstrate some ability to reset terms. European regulated market data is subject to cost-plus-reasonable-margin rules, and technology contract repricing and termination provisions are absent.

Management63

  • Capital discipline

    First-half 2026 operating cash flow of $1,400 million supported $137 million of capital expenditure, $903 million of repurchases and $327 million of dividends. Debt repayments coexisted with $269 million of net commercial-paper issuance, while diluted share count fell. Reported acquisition accretion and synergies are positive, but repurchase value and full acquisition returns are unproven.

  • Incentive alignment

    Existing compensation combines performance-based annual incentives, predominantly performance-based long-term awards, relative-TSR PSUs, multiyear vesting, clawbacks and restrictions on hedging. Adjusted financial targets and below-median TSR payouts temper alignment; actual executive ownership compliance is not supplied.

  • Execution

    Operating growth, reported expense synergies and earlier-than-target acquisition accretion support strong execution. Division-level incentive results reveal weaker Capital Markets Technology and Regulatory Technology performance against some targets. Synergies actioned are not equivalent to independently verified realized savings.

  • Governance

    Independent committees and actual executive sessions provide oversight evidence. A combined Chair and CEO, restrictions on written consent, blank-check preferred authority and the 5% shareholder voting cap constrain shareholder accountability. The unresolved investigation adds oversight uncertainty without establishing wrongdoing.

Sources and methodology

Current publication · Updated 18/10/2026 · Version 3

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026

Moat50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 2/4 · Long-term contracts and customer-specific technology work support switching costs, corroborated by recurring revenue growth and actual price increases. Alternative providers and internal systems limit the demonstrated strength and breadth of that advantage.

durability · 2/4 · Contract duration and continuing support provide persistence, while reported seven-year listings leadership adds evidence of franchise longevity. Missing renewal and migration evidence prevents a stronger durability conclusion for the technology advantage.

customer dependency · 2/4 · Customer-specific implementations and ongoing support imply operational dependence. This is indirect evidence of dependency; the passages do not quantify replacement difficulty or establish customer inability to switch.

erosion resilience · 2/4 · Recurring revenue and operating growth show current resilience. Actual Nordic trading competition, regulated data pricing and an unresolved antitrust investigation constrain confidence; the investigation is not a finding of misconduct.

Pricing power63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 3/4 · Regulatory Technology subscription revenue increased partly because of actual price increases. Capital Markets Technology also benefited from a changed pricing structure. This establishes successful pricing in identified businesses, without isolating price contribution or proving company-wide power.

retention · 2/4 · Long-term contracts, support services and growing ARR provide indirect evidence of repeat demand and switching friction. New clients and currency effects also contributed, so no renewal or retention rate can be inferred.

margin resilience · 3/4 · Operating income rose across all three segments in 2025. First-half 2026 operating income increased to $1,369 million from $1,115 million while net revenues rose to $2,908 million from $2,543 million. These demonstrate recent operating resilience, although restructuring and revenue mix also matter and margins alone do not establish a moat.

contractual freedom · 2/4 · Implemented subscription price increases and a pricing-structure change demonstrate some ability to reset terms. European regulated market data is subject to cost-plus-reasonable-margin rules, and technology contract repricing and termination provisions are absent.

Predictability90

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
75.00
Revenue growth volatility (pp)
8.97
Positive FCF years (%)
100.00
FCF margin volatility (pp)
3.59

Financial strength37

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
49.62
netDebtEbitGrade
27.93
interestCoverageGrade
48.65
currentRatioGrade
20.42
Debt / FCF (x)
4.53
Net debt / operating income (x)
3.60
Interest coverage (x)
6.35
Current ratio (x)
1.01

Capital allocation60

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
10.04
3-year average dilution (%)
5.38
3-year average SBC / revenue (%)
1.97
cashConversionGrade
100.00

Management63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · First-half 2026 operating cash flow of $1,400 million supported $137 million of capital expenditure, $903 million of repurchases and $327 million of dividends. Debt repayments coexisted with $269 million of net commercial-paper issuance, while diluted share count fell. Reported acquisition accretion and synergies are positive, but repurchase value and full acquisition returns are unproven.

incentive alignment · 3/4 · Existing compensation combines performance-based annual incentives, predominantly performance-based long-term awards, relative-TSR PSUs, multiyear vesting, clawbacks and restrictions on hedging. Adjusted financial targets and below-median TSR payouts temper alignment; actual executive ownership compliance is not supplied.

execution · 3/4 · Operating growth, reported expense synergies and earlier-than-target acquisition accretion support strong execution. Division-level incentive results reveal weaker Capital Markets Technology and Regulatory Technology performance against some targets. Synergies actioned are not equivalent to independently verified realized savings.

governance · 2/4 · Independent committees and actual executive sessions provide oversight evidence. A combined Chair and CEO, restrictions on written consent, blank-check preferred authority and the 5% shareholder voting cap constrain shareholder accountability. The unresolved investigation adds oversight uncertainty without establishing wrongdoing.

Evidence

Revenue Recognition As part of our on-premises offerings for our AxiomSL, market technology, and Calypso solutions within our Financial Technology segment, we enter into long-term contracts with our customers that contain multiple performance obligations.

Critical Accounting Policies / Revenue Recognition / long-term technology contracts · Filed 12/02/2026

We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date.

Revenue recognition / customer-controlled or customer-specific performance · Filed 12/02/2026

For PCS services, we recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services.

Revenue recognition / continuing post-contract support services · Filed 12/02/2026

Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $428 $376 Quarterly annualized SaaS revenues 258 204 Regulatory Technology revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to increased subscription revenues from our AxiomSL and Surveillance solutions primarily driven by price increases, revenue from new clients and the favorable impact from changes in foreign currency rates.

Regulatory Technology / ARR and realized subscription price increases · Filed 23/07/2026

32 Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $1,083 $932 Quarterly annualized SaaS revenues 172 147 Capital Markets Technology revenues increased for the three and six months ended June 30, 2026 compared with the same periods in 2025.

Capital Markets Technology / recurring revenue indicators · Filed 23/07/2026

Competitors to our Calypso product, which provides cross‑asset, front‑to‑back trading, treasury, risk and collateral management solutions, include enterprise solution providers, local and regional providers focused on smaller clients, and point solution providers, such as pricing libraries and post‑trade service providers.

Competition / Calypso alternative providers · Filed 12/02/2026

For larger clients, including global banks, competition also includes internally developed solutions.

Competition / internally developed customer solutions · Filed 12/02/2026

The increase was primarily due to higher revenues from data center expansion, including a change in pricing structure, higher Calypso upfront license revenues and increased subscription revenues across all businesses, partially offset by lower professional services revenues.

Capital Markets Technology / pricing structure, licenses and revenue mix · Filed 23/07/2026

For the six months ended June 30, 2026 the increase was also driven by certain one-time fees.

Capital Markets Technology / one-time revenue contributions · Filed 23/07/2026

SIs are attracting a significant share of electronically matched volume and compete aggressively for the trading of equity securities listed on our Nordic exchanges.

Competition / realized Nordic trading-volume competition · Filed 12/02/2026

The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin.

Risk factors / European regulated market data pricing · Filed 12/02/2026

In November 2025, the EC opened a formal antitrust investigation to assess whether Nasdaq and Deutsche Börse had breached European Union competition rules by coordinating their conduct in the sector for listing, trading and clearing of financial derivatives in the European Economic Area.

Legal and Regulatory Matters / formal European Commission investigation · Filed 23/07/2026

We have been cooperating with the EC but are uncertain about the duration or ultimate outcome of its review, or to the extent there is any finding against us, the amount of any fines or other remedies.

Legal and Regulatory Matters / unresolved investigation outcome · Filed 23/07/2026

Condensed Consolidated Statements of Income (unaudited) (in millions, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues: Capital Access Platforms $621 $520 $1,186 $1,028 Financial Technology 539 464 1,057 896 Market Services 1,372 1,101 2,419 2,240 Other revenues — 16 8 32 Total revenues 2,532 2,101 4,670 4,196 Transaction-based expenses: Transaction rebates (712) (640) (1,436) (1,224) Brokerage, clearance and exchange fees (320) (155) (326) (429) Revenues less transaction-based expenses 1,500 1,306 2,908 2,543 Operating expenses: Compensation and benefits 383 352 739 681 Professional and contract services 42 39 82 75 Technology and communication infrastructure 88 79 171 156 Occupancy 35 30 68 58 General, administrative and other 23 23 52 29 Marketing and advertising 24 14 44 28 Depreciation and amortization 165 158 331 313 Regulatory 9 14 19 29 Merger and strategic initiatives 5 20 9 44 Restructuring charges 14 9 24 15 Total operating expenses 788 738 1,539 1,428 Operating income 712 568 1,369 1,115 Interest income 8 12 13 24 Interest expense (86) (95) (172) (192) Net gain on divestitures — 39 89 39 Other income (losses) (2) 1 (15) — Net income from unconsolidated investees 21 23 47 50 Income before income taxes 653 548 1,331 1,036 Income tax provision 146 96 305 190 Net income $507 $452 $1,026 $846 Net loss attributable to noncontrolling interests — — — 1 Net income attributable to Nasdaq $507 $452 $1,026 $847 Per share information: Basic earnings per share $0.90 $0.79 $1.81 $1.47 Diluted earnings per share $0.89 $0.78 $1.80 $1.46 Cash dividends declared per common share $0.31 $0.27 $0.58 $0.51 See accompanying notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Income / first-half 2026 operating results · Filed 23/07/2026

The following tables present certain information regarding our business segments for the years ended December 31, 2025, 2024 and 2023: Capital Access Platforms Financial Technology Market Services Corporate Total December 31, 2025 (in millions) Total revenues $2,137 $1,850 $4,214 $61 $8,262 Transaction- based expenses — — (3,013) — (3,013) Revenues less transaction- based expenses 2,137 1,850 1,201 61 5,249 Directly consumed expenses 690 871 353 — 1,914 Other expenses 173 119 84 628 1,004 Operating income $1,274 $860 $764 $(567) $2,331 Depreciation and amortization 42 55 45 490 632 Purchases of property and equipment 67 133 66 — 266 December 31, 2024 Total revenues $1,945 $1,655 $3,771 $29 $7,400 Transaction- based expenses — — (2,751) — (2,751) Revenues less transaction- based expenses 1,945 1,655 1,020 29 4,649 Directly consumed expenses 644 794 339 — 1,777 Other expenses 164 91 84 735 1,074 Operating income $1,137 $770 $597 $(706) $1,798 Depreciation and amortization 38 43 39 493 613 Purchases of property and equipment 52 105 50 — 207 F-42 Capital Access Platforms Financial Technology Market Services Corporate Total December 31, 2023 (in millions) Total revenues $1,744 $1,099 $3,156 $65 $6,064 Transaction- based expenses — — (2,169) — (2,169) Revenues less transaction- based expenses 1,744 1,099 987 65 3,895 Directly consumed expenses 625 536 330 — 1,491 Other expenses 146 69 75 536 826 Operating income $973 $494 $582 $(471) $1,578 Depreciation and amortization 37 36 34 216 323 Purchases of property and equipment 53 50 55 — 158 Directly consumed expenses in the table above include both direct and directly consumed costs for resources directly used by the segment for revenue generating activities.

Segment information / 2023–2025 revenues, expenses and operating income · Filed 12/02/2026

Condensed Consolidated Statements of Cash Flows (unaudited) (in millions) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $1,026 $846 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 331 313 Share-based compensation 87 81 Deferred income tax expense 12 12 Net gain on divestitures (89) (39) Net income from unconsolidated investees (47) (50) Other reconciling items included in net income 25 (9) Net change in operating assets and liabilities, excluding the effects of divestitures: Receivables, net (248) 145 Other assets 94 84 Accounts payable and accrued expenses (27) (30) Section 31 fees payable to SEC 313 92 Accrued personnel costs (117) (60) Deferred revenue 153 118 Other liabilities (113) (94) Net cash provided by operating activities 1,400 1,409 Cash flows from investing activities: Purchases of securities (499) (200) Proceeds from sales and redemptions of securities 322 325 Proceeds from divestitures, net of cash divested 89 52 Purchases of property and equipment (137) (108) Investments related to default funds and margin deposits, net(1) 540 (375) Other investing activities (14) (11) Net cash provided by (used in) investing activities 301 (317) Cash flows from financing activities: Issuance of commercial paper, net 269 — Repayments of debt and credit commitment (431) (657) Repurchases of common stock (903) (215) Dividends paid (327) (293) Proceeds from issuance of stock under employee stock plans 47 28 Payments related to employee shares withheld for taxes (68) (59) Default funds and margin deposits (3,347) (1,350) Other financing activities (7) 1 Net cash used in financing activities (4,767) (2,545) Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents (68) 648 Net decrease in cash and cash equivalents and restricted cash and cash equivalents (3,134) (805) Cash and cash equivalents, restricted cash and cash equivalents at beginning of period 3,934 5,006 Cash and cash equivalents, restricted cash and cash equivalents at end of period $800 $4,201 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $520 $732 Restricted cash and cash equivalents 26 195 Restricted cash and cash equivalents (default funds and margin deposits) 254 3,274 Total $800 $4,201 Supplemental Disclosure - Cash Flow Information Cash paid for: Interest paid $194 $209 Income taxes paid, net of refunds $284 $176 __________________________ (1) See "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations," for further details.

Condensed Consolidated Statements of Cash Flows / spending, financing and distributions · Filed 23/07/2026

12. EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: Three Months Ended June 30, 2026 2025 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $507 $452 Denominator: Weighted-average common shares outstanding for basic earnings per share 564,155,965 574,073,104 Weighted-average effect of dilutive securities - Employee equity awards 3,594,251 4,908,053 Weighted-average common shares outstanding for diluted earnings per share 567,750,216 578,981,157 Basic and diluted earnings per share: Basic earnings per share $0.90 $0.79 Diluted earnings per share $0.89 $0.78 Six Months Ended June 30, 2026 2025 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $1,026 $847 Denominator: Weighted-average common shares outstanding for basic earnings per share 565,482,880 574,556,455 Weighted-average effect of dilutive securities - Employee equity awards 4,258,094 4,922,867 Weighted-average common shares outstanding for diluted earnings per share 569,740,974 579,479,322 Basic and diluted earnings per share: Basic earnings per share $1.81 $1.47 Diluted earnings per share $1.80 $1.46 In the tables above, employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation.

Earnings Per Share / share counts and employee equity dilution · Filed 23/07/2026

We have achieved benefits primarily in the form of expense synergies with over $160 million net expense synergies actioned through December 31, 2025.

Restructuring / reported expense synergies actioned · Filed 12/02/2026

Nasdaq’s acquisition of Adenza became EPS accretive in the third quarter of 2025, less than 18 months after the closing of the acquisition and six months ahead of the initial target timeline.

Board shareholder letter / reported Adenza EPS accretion milestone · Filed 24/04/2026

65 2026 NASDAQ PROXY STATEMENT What We DO What We DON’T Do Pay for performance: 100% of annual incentives and 80% of long-term incentive grants are performance-based Overweight non-performance-based long- term incentives Maintain a “clawback” policy, including a broad incentive recoupment policy and a supplemental policy in compliance with SEC and Nasdaq listing rules Pay tax gross-ups Provide change in control protection that requires a “double trigger” (i.e., both a change in control of the Company and a qualifying loss of employment) Permit re-pricing of underwater stock options without shareholder approval Conduct a comprehensive annual risk assessment of our compensation program Accrue or pay dividends on unearned or unvested equity awards Conduct an annual executive talent review and discussion on succession planning Allow hedging or pledging of Nasdaq stock Maintain robust stock ownership guidelines Provide ongoing defined benefit pension plans Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties Provide uncapped award opportunities Decision-Making Framework We design our executive compensation program to reward financial performance, operational excellence, effective strategic leadership, and achievement of division and business unit goals and objectives, which are key elements in driving shareholder value and sustainable growth.

Executive compensation / existing performance pay and safeguards · Filed 24/04/2026

69 2026 NASDAQ PROXY STATEMENT What We Pay and Why Elements of Executive Compensation Element Description Objectives FIXED Base Salary Fixed amount of compensation for service during the year Reward scope of responsibility, experience, and individual performance AT-RISK Annual Incentive Compensation At-risk compensation, dependent on goal achievement Formula-driven annual incentive linked to corporate financial, division or business unit financial, and strategic objectives and other organizational priorities Promote strong business results by rewarding value drivers, without creating an incentive to take excessive risk Serve as key compensation vehicle for rewarding results and differentiating individual performance each year Long-Term Incentive Compensation Award values are granted based on market competitive norms and individual performance PSUs1 are paid in shares of common stock upon vesting based on three- year relative TSR ranking compared to peers and to the broad market, over each cycle RSUs are paid in shares of common stock, which have time-based vesting over four years from the grant date Motivate and reward executives for outperforming peers over several years Ensure that executives have a significant stake in the long-term financial success of the Company, aligned with the shareholder experience Promote longer-term retention BENEFITS Retirement, Health, and Welfare Retirement savings programs Competitive welfare benefits Deferred compensation plan Provide market-competitive benefits to attract and retain top talent SEVERANCE Involuntary Termination Without Cause, Voluntary Termination with Good Reason or Retirement Specified amounts under employment arrangements with some executive officers Discretionary guidelines, for involuntary terminations without cause Assist in attracting and retaining top talent Provide transition assistance Promote smooth succession planning upon retirement Allow the Company to obtain release of employment-related claims Termination Due to Change in Control (“Double Trigger”) Severance and related benefits paid upon termination without cause or resignation for good reason in connection with a change in control Accelerated equity vesting upon qualifying termination post-change in control Retention of executives through a change in control Preserve executive objectivity when considering transactions in the best interest of shareholders Assist in attracting and retaining top talent OTHER Limited Perquisites Limited additional benefits provided to certain executives Provide nominal additional assistance that allows executives to focus on their duties 1.

Executive compensation / relative TSR, vesting and severance terms · Filed 24/04/2026

Goals Corporate Objective Threshold (0% payout) Target (100% Payout) Maximum (200% Payout) Nasdaq’s Results for 2025 as Measured for Compensation Purposes Payout Percentage of Target Incentive Award Amount Operating Income (Run Rate)1 $2,531.4M $2,715.6M $2,823.9M $2,754.3M 133% Net Revenues2 $4,720.7M $4,971.3M $5,105.9M $5,152.8M 200% ARR3 $2,872.0M $2,991.3M $3,047.0M $3,019.7M 150% 1.Operating income (run rate) reflects our non-GAAP operating income adjusted to exclude the impact of (i) changes in foreign exchange rates; (ii) severance; (iii) divestitures; (iv) outperformance on certain beta driven metrics; (v) one-time, regulatory- related contra-expenses; (vi) and a Calypso revenue adjustment to reflect ARR in line with the recurring nature of these revenues.

Executive compensation / actual annual performance and adjusted incentive metrics · Filed 24/04/2026

Any payouts earned at performance levels below the 50th percentile are designed to serve as a retention vehicle.

Executive compensation / payouts below median relative performance · Filed 24/04/2026

The current leadership structure is comprised of a combined Chair and CEO, a Lead Independent Director, Board Committees led by independent directors, and active engagement by all directors.

Board Leadership Structure / combined Chair and CEO with independent oversight · Filed 24/04/2026

In 2025, the Board met nine times in Executive Session.

Board governance / executive sessions held in 2025 · Filed 24/04/2026

Committee Independence and Expertise All Board Committees, except for the Finance Committee, are comprised exclusively of independent directors, as required by the listing rules of The Nasdaq Stock Market.

Committee Independence and Expertise / actual committee composition · Filed 24/04/2026

Our certificate of incorporation and by-laws: •do not permit stockholders to act by written consent; •require certain advance notice for director nominations and actions to be taken at annual meetings; and •authorize the issuance of undesignated preferred stock, or “blank check” preferred stock, which could be issued by our board of directors without stockholder approval.

Organizational documents / shareholder consent and takeover restrictions · Filed 12/02/2026

The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock.

Common Stock / shareholder voting limit · Filed 12/02/2026

We surpassed $5 billion in annual net revenue for the first time - delivering $5.2 billion in total - exceeded $4 billion in Solutions revenue, achieved record performance across our Index and Market Services franchises, and delivered another exceptional year in Listings, including a record $1.2 trillion of market value in listing transfers.

CEO shareholder letter / reported listings transfers and franchise achievements · Filed 24/04/2026

Through our client community, we generate powerful network effects and insights drawn not only from data, but also from collective intelligence.

CEO shareholder letter / management assertion of network effects · Filed 24/04/2026

In addition, Nasdaq’s deep, in‑platform AI integration provides proprietary, domain‑focused capabilities, such as automated regulatory coding and intelligent anomaly detection, that are difficult to replicate and support AxiomSL’s competitive position.

Business differentiation / management assertion about AxiomSL AI capabilities · Filed 12/02/2026

Goal Type Goal Goal Weighting Actual Performance as a Percent of Target Award Payout Corporate Financial Corporate Operating Income (Run Rate) 15% 133% $294,077 Corporate Net Revenues 10% 200% $295,123 Division Financial Market Services Operating Income 10% 200% $295,123 Market Services Revenue 5% 200% $147,562 Capital Markets Technology and Regulatory Technology Operating Income 15% 47% $104,293 Capital Markets Technology and Regulatory Technology Revenue 10% 56% $82,975 Capital Markets Technology and Regulatory Technology ARR 10% 124% $183,363 Strategic Initiatives1 Defining & Building a Roadmap to Become a Platform Company 2% 153% $45,113 Progressing Capital Allocation Framework 3% 126% $55,968 Driving AI on the Business 5% 124% $91,331 Regulatory Advocacy 2% 153% $45,113 FinTech: Cross Selling Initiative 4% 153% $90,225 Market Services and FinTech: Driving AI in the Product 3% 153% $67,669 Market Platforms: Optimizing Operating Model 2% 126% $37,157 Advancing Market Modernization 2% 153% $45,112 Strengthening Nasdaq Culture 2% 141% $41,681 Total 100% 130% $1,921,885 1.Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal.

Executive compensation / mixed division-level performance against targets · Filed 24/04/2026

by proceeds raised for the seventh consecutive year and secured three of the top five IPOs of 2025, including Medline, the year’s largest, and 16 of the top 30, collectively welcoming eligible U.S.

Executive performance highlights / reported seven-year listings leadership · Filed 24/04/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
318/10/2026narrow
218/10/2026narrow
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?