8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2023

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38855	52-1165937
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York	10036
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NDAQ	The Nasdaq Stock Market
0.900% Senior Notes due 2033	NDAQ33	The Nasdaq Stock Market
0.875% Senior Notes due 2030	NDAQ30	The Nasdaq Stock Market
1.75% Senior Notes due 2029	NDAQ29	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 25, 2023, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 25, 2023, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2022 on its website at http://ir.nasdaq.com.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2022, Nasdaq has reorganized its business units into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. Additionally, as previously disclosed in a Current Report on Form 8-K filed with the SEC on November 8, 2022, to assist investors who may want to consider the effects of these segment reporting changes on Nasdaq’s historical results, Nasdaq furnished unaudited supplemental recast financial information for the period 2017-2022. In connection with Nasdaq’s earnings presentation for the fourth quarter and full fiscal year of 2022 and to further assist investors, Nasdaq is furnishing herewith as Exhibit 99.2 updated unaudited supplemental recast financial information for the period 2017-2022. This updated supplemental recast financial information is also available on Nasdaq’s website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On January 25, 2023, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press release dated January 25, 2023 relating to financial results for the fourth quarter and full fiscal year of 2022.
99.2	Unaudited Supplemental Summary Financial Information – New Financial Reporting Segment Presentation Slides.
99.3	Press release dated January 25, 2023 relating to the declaration of a quarterly cash dividend.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 25, 2023	NASDAQ, INC.
	By:	/s/ John A. Zecca
	Name:	John A. Zecca
	Title:	Executive Vice President and Chief Legal Officer

EX-99.1

Exhibit 99.1

Nasdaq Reports Fourth Quarter and Full Year 2022 Results;

Delivers Strong Solutions Businesses Revenue Growth in 2022

NEW YORK, January 25, 2023 - Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the fourth quarter and year 2022.

• 2022 net revenues¹ were $3,582 million, an increase of 5% over 2021. Solutions businesses² revenues increased 9%, including 10% organic growth and 1% from the net impact of an acquisition, partially offset by a negative 2% FX impact. Trading Services net revenues decreased 2%, including a negative 3% FX impact, partially offset by 1% organic growth.

• Fourth quarter 2022 net revenues¹ increased 2% compared to the fourth quarter of 2021. Solutions businesses² revenues increased 3%, including 5% organic growth, partially offset by a negative 2% FX impact. Trading Services net revenues increased 1% including 4% organic growth, partially offset by a negative 3% FX impact.

• Annualized Recurring Revenue (ARR)³ increased 8% compared to the fourth quarter of 2021. Annualized SaaS revenues increased 13% and represented 36% of ARR.

• GAAP diluted earnings per share decreased 4% in 2022 and 6% in the fourth quarter 2022.

• Non-GAAP⁴ diluted earnings per share increased 6% in 2022 and was unchanged in the fourth quarter 2022.

• The company returned $1,016 million to shareholders in 2022: $633 million in share repurchases and $383 million in dividends.

Fourth Quarter and Year 2022 Highlights

(US$ millions, except per share)	4Q22		% Change (YoY)			2022		% Change (YoY)
Solutions Segments Revenues	$	652		3	%	$	2,552		9	%
Market Services Net Revenues	$	253		1	%	$	1,019		(2	)%
Net Revenues*	$	906		2	%	$	3,582		5	%
ARR	$	2,007		8	%
GAAP Diluted EPS	$	0.48		(6	)%	$	2.26		(4	)%
Non-GAAP Diluted EPS	$	0.64		—	%	$	2.66		6	%

* Net revenues include Other revenues of $1 million in the fourth quarter of 2022 and $11 million in 2022.

Adena Friedman, Chair and CEO said, “We delivered another year of strong growth against an uncertain macroeconomic backdrop, illustrating the strength of our diversified business and our ability to deliver on our longer-term objectives. As we look to 2023, our new corporate structure positions us to deliver greater liquidity, transparency, and integrity solutions to our clients throughout the financial system.”

Ann Dennison, Executive Vice President and CFO said, “In 2022 we successfully executed our capital plan to minimize the impact of rising rates, reduce net leverage and support our long-term growth strategy. We enter 2023 with a strong capital position and the flexibility to adapt to varying operating environments. Additionally, we raised our dividend growth potential with an expectation for a rising payout ratio over the next five years, amplifying our ability to continue delivering a compelling dividend growth story.”

FINANCIAL REVIEW

• 2022 net revenues were $3,582 million, an increase of $162 million, or 5% over 2021. Net revenues reflected a $239 million, or 7%, positive impact from organic growth, a $70 million decrease from the impact of changes in FX rates and a $7 million decrease from the net impact of acquisitions and divestitures.

• Fourth quarter 2022 net revenues were $906 million, an increase of $21 million, or 2%, from $885 million in the prior year period. Net revenues reflected a $41 million, or 5%, positive impact from organic growth, including positive contributions from all segments, partially offset by an $18 million decrease from the impact of changes in FX rates and a $2 million decrease from the net impact of an acquisition and divestiture.

• Solutions businesses revenues were $652 million in the fourth quarter of 2022, an increase of $21 million, or 3%. The increase reflects a $30 million, or 5%, positive impact from organic growth, and a $1 million increase from an acquisition, partially offset by a $10 million decrease from the impact of changes in FX rates.

• Trading Services net revenues were $253 million in the fourth quarter of 2022, an increase of $3 million, or 1%. The increase reflects an $11 million, or 4%, positive impact from organic growth, partially offset by an $8 million decrease from the impact of changes in FX rates.

• 2022 GAAP operating expenses were $2,018 million, an increase of $39 million, or 2% over 2021. Fourth quarter 2022 GAAP operating expenses increased $16 million, or 3%, versus the prior year period. The increases in both periods primarily reflect increased expenses associated with the continued investment in our people and our businesses, and higher travel costs. The increase in 2022 GAAP operating expenses are partially offset by lower regulatory and amortization expenses reflecting one-time charges in 2021 as well as lower restructuring charges for the year. The increase in fourth quarter 2022 GAAP operating expense includes higher merger and strategic initiatives expense and restructuring charges.

• 2022 non-GAAP operating expenses were $1,721 million, an increase of $105 million or 6%, over 2021. Fourth quarter 2022 non-GAAP operating expenses increased $26 million, or 6% versus the prior year period. The increase in both periods primarily reflects increased expenses associated with the continued investment in our people and our businesses, and higher travel costs, partially offset by lower marketing and advertising expense due to lower capital markets activity and changes in FX rates.

• The company repurchased $633 million in shares of its common stock during 2022. As of December 31, 2022, there was $650 million remaining under the board authorized share repurchase program, following an approval by the Board of Directors in December 2022 to increase the authorized amount of the share repurchase program.

INITIATING 2023 EXPENSE AND TAX GUIDANCE⁵

• The company is initiating its 2023 non-GAAP operating expense guidance to a range of $1,770 to $1,850 million. Nasdaq expects its 2023 non-GAAP tax rate to be in the range of 24% to 26%.

STRATEGIC AND BUSINESS UPDATES

• Nasdaq implemented its new corporate structure during the fourth quarter of 2022 to amplify strategy. Nasdaq’s new corporate structure took effect during the fourth quarter of 2022 with business units organized into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. The new structure aligns the company more closely with evolving client needs and global financial system.

• Nasdaq’s annualized SaaS revenues in the fourth quarter of 2022 increased 13% year over year. Annualized SaaS revenues totaled $725 million in the fourth quarter of 2022, representing 36% of total company ARR, up from 34% in the fourth quarter of 2021. The 13% year over year increase in annualized SaaS revenues primarily reflects strong growth in the fraud detection and anti-money laundering solutions and Workflow and Insights businesses.

• Nasdaq maintained listings leadership in the U.S. and Nordics during 2022. The Nasdaq Stock Market led U.S. exchanges for operating company IPOs with a 92% total win rate during 2022 and 100% win rate in the fourth quarter of 2022. During 2022, the Nasdaq Stock Market featured six of the largest ten U.S. IPOs by capital raised, attracted 74% of all proceeds raised through U.S. IPOs and welcomed 14 listing switches. In the Nordic and Baltic regions, Nasdaq maintained its leadership positioning with 38 IPOs.

• Nasdaq led all exchanges in total multiply-listed options traded and set a record for U.S. equities trading during the December expiration. In the fourth quarter and full year 2022 periods, Nasdaq led all exchanges during the period in total volume traded for multiply-listed equity options, and in December, achieved record U.S. equities volume for a triple witch expiration event during the fourth quarter.

• Nasdaq cloud progress continued with completing a migration of one of our options exchanges and further customer adoption. Nasdaq successfully completed the migration of Nasdaq MRX options market onto our new global derivative platform and Amazon Web Services (AWS), our preferred cloud provider. The migration marks a major milestone in Nasdaq’s journey to modernize and build the next-generation infrastructure for the world’s capital markets. Nasdaq also signed an agreement with Bolsa Electronica de Chile in January 2023 to upgrade its current on-premise Nasdaq trading technology to Nasdaq’s SaaS-based Marketplace Services Platform through a full cloud migration strategy.

• Nasdaq named to the Dow Jones Sustainability North America Index and received approval by The Science Based Targets Initiative for net-zero targets. Nasdaq received key recognitions by several third-party validators during 2022, including being named for the seventh consecutive year to the Dow Jones Sustainability North America Index. Additionally, Nasdaq’s near and long-term science-based emissions reductions targets were approved by The Science Based Targets initiative. Nasdaq has pledged to reduce absolute Scope 1 and Scope 2 greenhouse gas emissions 100% and absolute Scope 3 GHG emissions 50% by 2030, and pledged to reduce Scope 3 GHG emissions 95% to reach net-zero by 2050.

¹ Represents revenues less transaction-based expenses.

² Constitutes revenues from our Capital Access Platforms and Anti-Financial Crime segments and Marketplace Technology business within Market Platforms.

³ Annualized Recurring Revenue (ARR) for a given period is the annualized revenue 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. 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.

⁴ Refer to our reconciliations of U.S. GAAP to non-GAAP net income, diluted earnings per share, operating income and operating expenses, included in the attached schedules.

⁵ 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.

ABOUT NASDAQ

Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.

NON-GAAP INFORMATION

In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, non-GAAP net income attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this earnings release. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those noted above, to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.

Organic revenue and expense growth, organic change and organic impact are non-GAAP measures that reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenues, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture. Reconciliations of these measures are described within the body of this release.

Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Certain discussions in this release isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates.

Divisional alignment program: 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. We expect to achieve benefits in the form of both increased customer engagement and operating efficiencies. Costs related to the divisional alignment program will be recorded as “restructuring” in our consolidated statements of income. We will exclude charges associated with this program for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, dividend program, trading volumes, products and services, ability to transition to new business models or implement our new corporate structure, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, environmental, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, geopolitical instability, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

WEBSITE DISCLOSURE

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.

Media Relations Contacts:

Will Briganti

(646) 964-8169

william.briganti@nasdaq.com

David Lurie

(914) 538-0533

david.lurie@nasdaq.com

Investor Relations Contact:

Neil Stratton, CFA

(212) 401-8769

neil.stratton@nasdaq.com

NDAQF

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(in millions, except per share amounts)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			(unaudited)
Revenues:
Market Platforms	$	1,079		$	975		$	4,225		$	4,048
Capital Access Platforms		420			420			1,684			1,568
Anti-Financial Crime		82			68			306			231
Other Revenues		1			4			11			39
Total revenues		1,582			1,467			6,226			5,886
Transaction-based expenses:
Transaction rebates		(488	)		(526	)		(2,092	)		(2,168	)
Brokerage, clearance and exchange fees		(188	)		(56	)		(552	)		(298	)
Revenues less transaction-based expenses		906			885			3,582			3,420
Operating Expenses:
Compensation and benefits		252			238			1,003			938
Professional and contract services		43			43			140			144
Computer operations and data communications		56			49			207			186
Occupancy		26			28			104			109
General, administrative and other		32			19			125			85
Marketing and advertising		20			26			51			57
Depreciation and amortization		63			80			258			278
Regulatory		9			41			33			64
Merger and strategic initiatives		41			17			82			87
Restructuring charges		15			—			15			31
Total operating expenses		557			541			2,018			1,979
Operating income		349			344			1,564			1,441
Interest income		4			—			7			1
Interest expense		(33	)		(31	)		(129	)		(125	)
Net gain on divestiture of business		—			—			—			84
Other (loss) income		(6	)		39			2			81
Net income (loss) from unconsolidated investees		8			(38	)		31			52
Income before income taxes		322			314			1,475			1,534
Income tax provision		82			55			352			347
Net income		240			259			1,123			1,187
Net loss attributable to noncontrolling interests		1			—			2			—
Net income attributable to Nasdaq	$	241		$	259		$	1,125		$	1,187
Per share information:
Basic earnings per share	$	0.49		$	0.52		$	2.28		$	2.38
Diluted earnings per share	$	0.48		$	0.51		$	2.26		$	2.35
Cash dividends declared per common share	$	0.20		$	0.18		$	0.78		$	0.70
Weighted-average common shares outstanding for earnings per share:
Basic		491.3			501.2			492.4			497.7
Diluted		497.0			509.1			497.9			505.1

Nasdaq, Inc.

Revenue Detail

(in millions)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			(unaudited)
MARKET PLATFORMS
Trading Services revenues	$	929		$	832		$	3,663		$	3,503
Transaction-based expenses:
Transaction rebates		(488	)		(526	)		(2,092	)		(2,168	)
Brokerage, clearance and exchange fees		(188	)		(56	)		(552	)		(298	)
Total net Trading Services revenues		253			250			1,019			1,037
Marketplace Technology		150			143			562			545
Total Market Platforms revenues		403			393			1,581			1,582
CAPITAL ACCESS PLATFORMS
Data and Listing Services revenues		183			178			729			680
Index revenues		116			130			486			459
Workflow and Insights revenues		121			112			469			429
Total Capital Access Platforms revenues		420			420			1,684			1,568
ANTI-FINANCIAL CRIME		82			68			306			231
OTHER REVENUES		1			4			11			39
REVENUES LESS TRANSACTION-BASED EXPENSES	$	906		$	885		$	3,582		$	3,420

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions)

	December 31,			December 31,
	2022			2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	502		$	393
Restricted cash and cash equivalents		22			29
Default funds and margin deposits		7,021			5,911
Financial investments		181			208
Receivables, net		677			588
Other current assets		201			294
Total current assets		8,604			7,423
Property and equipment, net		532			509
Goodwill		8,099			8,433
Intangible assets, net		2,581			2,813
Operating lease assets		444			366
Other non-current assets		608			571
Total assets	$	20,868		$	20,115
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	185		$	185
Section 31 fees payable to SEC		243			62
Accrued personnel costs		243			252
Deferred revenue		357			329
Other current liabilities		122			115
Default funds and margin deposits		7,021			5,911
Short-term debt		664			1,018
Total current liabilities		8,835			7,872
Long-term debt		4,735			4,812
Deferred tax liabilities, net		456			406
Operating lease liabilities		452			386
Other non-current liabilities		226			234
Total liabilities		14,704			13,710
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock		5			5
Additional paid-in capital		1,445			1,949
Common stock in treasury, at cost		(515	)		(437	)
Accumulated other comprehensive loss		(1,991	)		(1,587	)
Retained earnings		7,207			6,465
Total Nasdaq stockholders’ equity		6,151			6,395
Noncontrolling interests		13			10
Total equity		6,164			6,405
Total liabilities and equity	$	20,868		$	20,115

Nasdaq, Inc.

Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share, Operating Income and

Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, and Operating Expenses

(in millions, except per share amounts)

(unaudited)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2022			2021			2022			2021
U.S. GAAP net income attributable to Nasdaq	$	241		$	259		$	1,125		$	1,187
Non-GAAP adjustments:
Amortization expense of acquired intangible assets (1)		38			54			153			170
Merger and strategic initiatives expense (2)		41			17			82			87
Restructuring charges (3)		15			—			15			31
Net gain on divestiture of business (4)		—			—			—			(84	)
Net (income) loss from unconsolidated investees (5)		(7	)		37			(29	)		(52	)
Regulatory matters (6)		1			33			1			33
Extinguishment of debt (7)		—			—			16			33
Other (8)		8			(36	)		27			(71	)
Total non-GAAP adjustments		96			105			265			147
Non-GAAP adjustment to the income tax provision (9)		(20	)		(36	)		(66	)		(61	)
Total non-GAAP adjustments, net of tax		76			69			199			86
Non-GAAP net income attributable to Nasdaq	$	317		$	328		$	1,324		$	1,273
U.S. GAAP diluted earnings per share	$	0.48		$	0.51		$	2.26		$	2.35
Total adjustments from non-GAAP net income above		0.16			0.13			0.40			0.17
Non-GAAP diluted earnings per share	$	0.64		$	0.64		$	2.66		$	2.52
Weighted-average diluted common shares outstanding for earnings per share:		497.0			509.1			497.9			505.1

(1) 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.

(2) 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.

(3) The 2022 charges relate to our divisional alignment program that was initiated in October 2022, following our September announcement to realign our segments and leadership, 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. The charges in 2019, 2020 and 2021 are associated with our restructuring program initiated in September 2019 with the goal of transitioning certain technology platforms to advance Nasdaq’s strategic opportunities as a technology and analytics provider and continuing our re-alignment of certain business areas. The 2019 program was completed as of June 30, 2021.

(4) For the year ended December 31, 2021, we recorded a pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business, which is included in net gain on divestiture of business in the Condensed Consolidated Statements of Income.

(5) Represents the earnings and losses recognized from our equity interest in the Options Clearing Corporation, or OCC. We will continue to exclude the earnings and losses related to our share of OCC’s earnings for purposes of calculating non-GAAP measures as our income on this investment may vary significantly period to period. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.

(6) In December 2021, we recorded a $33 million charge related to a decision made by the Swedish Administrative court rejecting an appeal by Nasdaq Clearing to dismiss an administrative fine imposed by the Swedish Financial Supervisory Authority, or SFSA, associated with the default of a member of the Nasdaq Clearing commodities market that occurred in 2018. Nasdaq Clearing has appealed the court’s recent decision and firmly believes in the merits of its appeal. The charge was recorded to regulatory expense in our Condensed Consolidated Statements of Income.

(7) For the years ended December 31, 2022 and December 31, 2021, we recorded a loss on early extinguishment of debt. The charge for both periods is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

(8) We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. For the three months and year ended December 31, 2022 and the three months and year ended December 31, 2021, other significant items included net gains and losses from strategic investments entered into through our corporate venture program recorded in other income in our Condensed Consolidated Statements of Income. For the year ended December 31, 2022, other significant items also included accruals related to legal matters recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

(9) The non-GAAP adjustment to the income tax provision primarily includes the tax impact of each non-GAAP adjustment. In addition, for the three months and year ended December 31, 2021, we recorded a tax benefit related to state and local provision to return adjustments and a release of tax reserves due to statute of limitation expiration. For the year ended December 31, 2021, we also recorded a prior year tax benefit, net of reserve.

Nasdaq, Inc.

Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share, Operating Income and

Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, and Operating Expenses

(in millions)

(unaudited)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2022			2021			2022			2021
U.S. GAAP operating income	$	349		$	344		$	1,564		$	1,441
Non-GAAP adjustments:
Amortization expense of acquired intangible assets (1)		38			54			153			170
Merger and strategic initiatives expense (2)		41			17			82			87
Restructuring charges (3)		15			—			15			31
Extinguishment of debt (4)		—			—			16			33
Regulatory matters (5)		1			33			1			33
Other (6)		2			3			30			9
Total non-GAAP adjustments		97			107			297			363
Non-GAAP operating income	$	446		$	451		$	1,861		$	1,804
Revenues less transaction-based expenses	$	906		$	885		$	3,582		$	3,420
U.S. GAAP operating margin (7)		39	%		39	%		44	%		42	%
Non-GAAP operating margin (8)		49	%		51	%		52	%		53	%

(1) 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.

(2) 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.

(3) The 2022 charges relate to our divisional alignment program that was initiated in October 2022, following our September announcement to realign our segments and leadership, 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. The charges in 2019, 2020 and 2021 are associated with our restructuring program initiated in September 2019 with the goal of transitioning certain technology platforms to advance Nasdaq’s strategic opportunities as a technology and analytics provider and continuing our re-alignment of certain business areas. The 2019 program was completed as of June 30, 2021.

(4) For the years ended December 31, 2022 and December 31, 2021, we recorded a loss on early extinguishment of debt. The charge for both periods is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

(5) In December 2021, we recorded a $33 million charge related to a decision made by the Swedish Administrative court rejecting an appeal by Nasdaq Clearing to dismiss an administrative fine imposed by the SFSA, associated with the default of a member of the Nasdaq Clearing commodities market that occurred in 2018. Nasdaq Clearing has appealed the court’s recent decision and firmly believes in the merits of its appeal. The charge was recorded to regulatory expense in our Condensed Consolidated Statements of Income.

(6) We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. For the year ended December 31, 2022, other significant items primarily included accruals related to legal matters recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

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

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

Nasdaq, Inc.

Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share, Operating Income and

Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, and Operating Expenses

(in millions)

(unaudited)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2022			2021			2022			2021
U.S. GAAP operating expenses	$	557		$	541		$	2,018		$	1,979
Non-GAAP adjustments:
Amortization expense of acquired intangible assets (1)		(38	)		(54	)		(153	)		(170	)
Merger and strategic initiatives expense (2)		(41	)		(17	)		(82	)		(87	)
Restructuring charges (3)		(15	)		—			(15	)		(31	)
Extinguishment of debt (4)		—			—			(16	)		(33	)
Regulatory matters (5)		(1	)		(33	)		(1	)		(33	)
Other (6)		(2	)		(3	)		(30	)		(9	)
Total non-GAAP adjustments		(97	)		(107	)		(297	)		(363	)
Non-GAAP operating expenses	$	460		$	434		$	1,721		$	1,616

(1) 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.

(2) 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.

(3) The 2022 charges relate to our divisional alignment program that was initiated in October 2022, following our September announcement to realign our segments and leadership, 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. The charges in 2019, 2020 and 2021 are associated with our restructuring program initiated in September 2019 with the goal of transitioning certain technology platforms to advance Nasdaq’s strategic opportunities as a technology and analytics provider and continuing our re-alignment of certain business areas. The 2019 program was completed as of June 30, 2021.

(4) For the years ended December 31, 2022 and December 31, 2021, we recorded a loss on early extinguishment of debt. The charge for both periods is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

(5) In December 2021, we recorded a $33 million charge related to a decision made by the Swedish Administrative court rejecting an appeal by Nasdaq Clearing to dismiss an administrative fine imposed by the SFSA, associated with the default of a member of the Nasdaq Clearing commodities market that occurred in 2018. Nasdaq Clearing has appealed the court’s recent decision and firmly believes in the merits of its appeal. The charge was recorded to regulatory expense in our Condensed Consolidated Statements of Income.

(6) We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. For the year ended December 31, 2022, these significant items primarily included accruals related to legal matters recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

Nasdaq, Inc.

Quarterly Key Drivers Detail

(unaudited)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2022			2021			2022			2021
Market Platforms
Annualized recurring revenues (in millions) (1)	$	503		$	479		$	503		$	479
Trading Services
Equity Derivative Trading and Clearing
U.S. equity options
Total industry average daily volume (in millions)		39.3			38.6			38.2			37.2
Nasdaq PHLX matched market share		12.0	%		11.8	%		11.6	%		12.4	%
The Nasdaq Options Market matched market share		7.0	%		8.1	%		8.0	%		8.1	%
Nasdaq BX Options matched market share		3.3	%		2.0	%		2.8	%		1.4	%
Nasdaq ISE Options matched market share		6.0	%		6.6	%		5.7	%		6.6	%
Nasdaq GEMX Options matched market share		2.2	%		2.5	%		2.3	%		4.3	%
Nasdaq MRX Options matched market share		1.4	%		1.8	%		1.6	%		1.6	%
Total matched market share executed on Nasdaq’s exchanges		31.9	%		32.8	%		32.0	%		34.4	%
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts (2)		277,521			288,327			296,626			287,182
Cash Equity Trading
Total U.S.-listed securities
Total industry average daily share volume (in billions)		11.2			10.8			11.9			11.4
Matched share volume (in billions)		121.7			118.6			522.8			491.9
The Nasdaq Stock Market matched market share		16.1	%		16.0	%		16.2	%		15.8	%
Nasdaq BX matched market share		0.5	%		0.6	%		0.5	%		0.6	%
Nasdaq PSX matched market share		0.7	%		0.6	%		0.8	%		0.7	%
Total matched market share executed on Nasdaq’s exchanges		17.3	%		17.2	%		17.5	%		17.1	%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility		36.6	%		34.8	%		35.2	%		34.9	%
Total market share (3)		53.9	%		52.0	%		52.7	%		52.0	%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges		778,057			1,045,996			908,813			1,036,523
Total average daily value of shares traded (in billions)	$	4.6		$	6.5		$	5.4		$	6.4
Total market share executed on Nasdaq’s exchanges		69.7	%		75.6	%		71.5	%		76.9	%
Fixed Income and Commodities Trading and Clearing
Fixed Income
Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts		97,405			119,738			111,901			115,308
Commodities
Power contracts cleared (TWh) (4)		76			181			413			813
Marketplace Technology
Order intake (in millions) (5)	$	106		$	123		$	264		$	304
Capital Access Platforms
Annualized recurring revenues (in millions) (1)	$	1,192		$	1,113		$	1,192		$	1,113
Initial public offerings
The Nasdaq Stock Market (6)		18			195			161			752
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic		5			63			38			174
Total new listings
The Nasdaq Stock Market (6)		74			266			366			1,000
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (7)		10			75			63			207
Number of listed companies
The Nasdaq Stock Market (8)		4,230			4,178			4,230			4,178
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (9)		1,251			1,235			1,251			1,235
Index
Number of licensed exchange traded products (ETPs)		379			362			379			362
Period end ETP assets under management (AUM) tracking Nasdaq indexes (in billions)	$	315		$	424		$	315		$	424
Quarterly average ETP assets under management (AUM) tracking Nasaq indexes (in billions)	$	326		$	400
TTM (10) net inflows ETP AUM tracking Nasdaq indexes (in billions)	$	34		$	74		$	34		$	74
TTM (10) net (depreciation) appreciation ETP AUM tracking Nasdaq indexes (in billions)	$	(142	)	$	83		$	(142	)	$	83
Anti-Financial Crime
Annualized recurring revenues (in millions) (1)	$	312		$	269		$	312		$	269
Total signed ARR (11)	$	338		$	288		$	338		$	288

(1) Annualized Recurring Revenue, or ARR, for a given period is the annualized revenue of support services and SaaS subscription contracts. 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. ARR is not a forecast and the active contracts during the reporting period used in calculating ARR may or may not be extended or renewed by our customers.

(2) Includes Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.

(3) Includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting Facility.

(4) Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh).

(5) Total contract value of orders signed during the period.

(6) New listings include IPOs, including issuers that switched from other listing venues, closed-end funds and separately listed ETPs. For the three months ended December 31, 2022 and 2021, IPOs included 8 and 123 SPACs, respectively. For the years ended December 31, 2022 and 2021, IPOs included 74 and 433 SPACs, respectively.

(7) New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.

(8) Number of total listings on The Nasdaq Stock Market at period end, includes 528 ETPs as of December 31, 2022 and 441 as of December 31, 2021.

(9) Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.

(10) Trailing 12-months.

(11) Signed ARR includes ARR recognized as revenue in the current period as well as ARR for new contracts signed but not yet commenced.

EX-99.2

Exhibit 99.2 Data vis color Data vis color order on light order on dark background background Supplemental Information: Nasdaq's Updated Corporate Structure Implemented in 4Q2022/FY2022 reporting Supplemental Data (Unaudited) January 25, 2023

Disclaimers The segment disclosures for the periods presented on the following slides are for illustrative purposes only. These unaudited segment disclosures are based on information available to management as of today and are subject to change. The final recast segment disclosure will be available in Nasdaq's Annual Report on Form 10-K for the year ended December 31, 2022. Non-GAAP Information Data vis color Data vis color order on light order on dark background background In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, non-GAAP net income attributable to Nasdaq, non-GAAP operating income, and non-GAAP operating expenses, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation. Management uses this non- GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as certain items do not reflect ongoing operating performance. These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this presentation. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone. We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those noted above, to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. Organic revenue and expense growth, organic change and organic impact are non-GAAP measures that reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenues, expenses and operating income associated with acquisitions and divestitures for the twelve-month period following the date of the acquisition or divestiture. Reconciliations of these measures can be found in this presentation. Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Certain discussions in this presentation isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates. Website Disclosure Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations. 2

Elevating From the Pivot Reorganizing Into Three Divisions: Data vis color Data vis color order on light order on dark background background Anti-Financial Crime Market Platforms Capital Access Platforms Protect the Financial System Accelerate digitization of Increase intelligence, markets and journey to efficiency & access in capital cloud markets Trading Services: Includes transactional Data & Listing Services: Comprises the Anti-Financial Crime: Products and revenue products related to operating largely-recurring, regulated data and solutions which enable institutions, Nasdaq's exchanges, clearing and listing offerings of Nasdaq's exchanges. markets, and regulators to better identify settlement offerings. and fight financial crime. This includes Index: Revenues from licensing Nasdaq's the Verafin Fraud Detection and Anti- Marketplace Technology: Comprises proprietary indexes to create financial Money Laundering solutions as well as both the company's marketplace products, as well as subscriptions to Nasdaq Trade & Market Surveillance technology solutions for external market information about these indexes. products. operators, as well as connectivity and other services related to our own Workflow & Insights: Solutions and These solutions are almost entirely markets. services to corporate issuers, investment comprised of recurring revenues and are managers and asset owners, delivered via SaaS. predominantly recurring revenue and increasingly delivered via SaaS. 3

New Corporate Structure to Amplify Our Strategy Delivering Our Story In A Simple And Powerful Way Prior Segment Reporting Current Segment Reporting Data vis color Data vis color • Cash Equity Trading, Equity order on light order on dark • Trading Services Derivatives & FICC Trading and background background • Marketplace Technology Market Services Clearing Market Platforms includes trade management • Trade Management Services services and market technology (formerly Marketplace Infrastructure Technology) Corporate • Listing Services • IR & ESG Services Platforms • Data & Listing Services includes proprietary market Capital Access Solutions data and listing services Platforms Businesses • Index • Market Data Investment • Workflow & Insights • Index Intelligence includes corporate • Analytics solutions (formerly IR & ESG services) and analytics • Anti-Financial Crime Anti-Financial • Anti-Financial Crime Market Technology Crime • Market Infrastructure Technology Technology As part of our new corporate structure, data sales revenues and expenses related to our U.S. cash equity and U.S. Options industry data (collectively, U.S. Tape Plans) will be reported in Market Platforms 4 (Trading Services). This represents an update from the recast financial information previously included in Nasdaq's Current Report on Form 8-K filed with the SEC on November 8, 2022 and posted to Nasdaq's website.

Financial Reporting Net Revenues (U.S.$ millions) 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 1Q21 2022 2021 2020 2019 2018 2017 Market Platforms $403 $389 $392 $396 $393 $372 $394 $422 $ 1,581 $1,582 $1,457 $1,246 $1,217 $1,124 1 Trading Services 253 248 252 264 250 242 257 288 1,019 1,037 932 740 772 684 Data vis color Data vis color order on light order on dark Marketplace Technology 150 141 140 132 143 130 137 134 562 545 525 506 445 440 background background Capital Access Platforms 420 423 422 419 420 399 380 369 1,684 1,568 1,287 1,124 1,055 910 1 Data and Listing Services 183 180 183 182 178 173 167 162 729 680 574 543 534 499 Index 116 125 124 122 130 119 107 102 486 459 324 223 206 171 Workflow and Insights 121 118 115 115 112 107 106 105 469 429 389 358 315 240 2 Anti-Financial Crime 82 77 75 72 68 62 58 42 306 231 116 107 98 79 Other 1 1 4 5 4 5 14 18 11 39 43 58 156 298 Total 906 890 893 892 885 838 846 851 3,582 3,420 2,903 2,535 2,526 2,411 Solutions Businesses 652 641 637 623 631 591 575 545 2,552 2,344 1,928 1,737 1,598 1,429 (US$ millions) 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 1Q21 2022 2021 2020 2019 2018 2017 U.S. Tape Plans¹ $36 $36 $36 $41 $37 $36 $41 $41 $149 $155 $162 $157 $150 $143 Note: The sum of the quarters may not equal the full year totals due to rounding. ¹ As part of the new corporate structure, data sales revenues related to our U.S. cash equity and U.S. Options industry data (collectively, U.S. Tape Plans) are reported in Market Platforms (Trading Services). 2 Net revenues include a purchase price adjustment on deferred revenue associated with the Verafin transaction of $28 million in 2021, $4 million in 4Q21, $7 million in 3Q21, $10 million in 2Q21, $7 5 million in 1Q21, and $1 million in 1Q22.

Financial Reporting Non-GAAP Operating Income and Margin (U.S.$ millions) 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 1Q21 2022 2021 2020 2019 2018 2017 Market Platforms Net revenues $403 $389 $392 $396 $393 $372 $394 $422 $ 1,581 $1,582 $1,457 $1,246 $1,217 $1,124 Expenses 194 171 175 183 182 169 163 176 722 689 673 614 582 534 Data vis color Data vis color order on light order on dark Operating income 209 218 217 213 211 203 231 246 859 893 784 632 635 590 background background Operating Margin 52% 56% 55% 54% 54% 55% 59% 58% 54% 56% 54% 51% 52% 52% Capital Access Platforms Net revenues 420 423 422 419 420 399 380 369 1,684 1,568 1,287 1,124 1,055 910 Expenses 209 189 181 187 199 179 173 172 768 724 636 575 553 449 Operating income 211 234 241 232 221 220 207 197 916 844 651 549 502 461 Operating Margin 50% 55% 57% 55% 53% 55% 54% 53% 54% 54% 51% 49% 48% 51% Anti-Financial Crime ¹ Net revenues 82 77 75 72 68 62 58 42 306 231 116 107 98 79 Expenses 56 56 55 57 51 48 49 38 226 187 81 73 68 56 Operating income 26 21 20 15 17 14 9 4 80 44 35 34 30 23 Operating Margin 32% 27% 27% 21% 25% 23% 16% 10% 26% 19% 30% 32% 31% 29% Other Net revenues 1 1 4 5 4 5 14 18 11 39 43 58 156 298 Expenses 1 1 2 1 2 1 7 7 5 16 24 33 117 232 Operating income - - 2 4 2 4 7 11 6 23 19 25 39 66 Total Net revenues 906 890 893 892 885 838 846 851 3,582 3,420 2,903 2,535 2,526 2,411 Expenses 460 417 413 428 434 397 392 393 1,721 1,616 1,414 1,295 1,320 1,271 Operating income 446 473 480 464 451 441 454 458 1,861 1,804 1,489 1,240 1,206 1,140 Operating Margin 49% 53% 54% 52% 51% 53% 54% 54% 52% 53% 51% 49% 48% 47% Note: The sum of the quarters may not equal the full year totals due to rounding. ¹ Net revenues include a purchase price adjustment on deferred revenue associated with the Verafin transaction of $28 million in 2021, $4 million in 4Q21, $7 million in 3Q21, $10 million in 2Q21, 6 $7 million in 1Q21, and $1 million in 1Q22.

Financial Reporting Solutions Businesses Recast Data vis color Data vis color (U.S.$ millions) 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 1Q21 2021 2020 2019 2018 2017 order on light order on dark background background 1 Solutions Businesses $677 $673 $664 $668 $627 $616 $586 $2,499 $2,090 $1,894 $1,748 $1,572 Less: U.S. Tape Plans 36 36 41 37 36 41 41 155 162 157 150 143 Solutions Businesses $641 $637 $623 $631 $591 $575 $545 $2,344 $1,928 $1,737 $1,598 $1,429 Note: The sum of the quarters may not equal the full year totals due to rounding. 1 Amounts previously shown as the Solutions Businesses in the unaudited supplemental summary financial information included in Nasdaq's Current Report on Form 8-K filed with the SEC on November 8, 2022. 7

Organic Revenue Growth Market Platforms 1 (U.S.$ millions) Total Variance Organic Impact Other Data vis color Data vis color order on light order on dark background background Current Period Prior year Period $M % $M % $M % 4Q22 $403 $393 $10 3% $20 5% $(10) (3)% 3Q22 389 372 17 5% 29 8% (12) (3)% 2Q22 392 394 (2) (1)% 9 2% (11) (3)% 1Q22 396 422 (26) (6)% (17) (4)% (9) (2)% 4Q21 393 392 1 -% 5 1% (4) (1)% 2022 1,581 1,582 (1) -% 39 2% (40) (2)% 2 2021 1,594 1,469 125 9% 108 7% 17 1% 3 2020 1,481 1,277 204 16% 194 15% 10 1% 3 2019 1,277 1,258 19 2% (5) -% 24 2% 3 2018 1,258 1,170 88 8% 89 8% (1) -% 3 2017 1,170 1,106 64 6% 20 2% 44 4% Note: The sum of the quarters may not equal the full year totals due to rounding. The percentage changes may not tie to the percent change in total variance due to rounding. 1 Other impact primarily includes acquisitions, divestitures, and changes in FX rates. 2 Market Platforms revenues for organic growth calculations have not been recast for the Broker Services wind down that occurred in 2022. 3 Market Platforms revenues for organic growth calculations have not been recast for the sale of Nasdaq’s U.S. Fixed Income business, or NFI, that occurred in 2021 or Broker Services 8 wind down that occurred in 2022.

Organic Revenue Growth Capital Access Platforms 1 (U.S.$ millions) Total Variance Organic Impact Other Data vis color Data vis color order on light order on dark Current Prior year background background $M % $M % $M % Period Period 4Q22 $420 $420 $- -% $7 2% $(7) (2)% 3Q22 423 399 24 6% 32 8% (8) (2)% 2Q22 422 380 42 11% 50 13% (8) (2)% 1Q22 419 369 50 14% 55 15% (5) (1)% 4Q21 420 352 68 19% 70 20% (2) (1)% 2022 1,684 1,568 116 7% 142 9% (26) (2)% 2021 1,568 1,287 281 22% 268 21% 13 1% 2 2020 1,306 1,141 165 14% 149 13% 16 1% 2 2019 1,141 1,073 68 6% 76 7% (8) (1)% 2, 3 2018 1,113 968 145 15% 81 8% 64 7% 2,3,4 2017 1,162 1,106 56 5% 17 2% 39 4% Note: The sum of the quarters may not equal the full year totals due to rounding.The sum of the percentage changes may not tie to the percent change in total variance due to rounding. 1 Other impact includes acquisitions, divestitures, and changes in FX rates. 2 Revenues for organic growth calculations have not been recast for the Nasdaq Private Market, or NPM, contribution and the sale of Nasdaq’s U.S. Fixed Income business that occurred in 2021. 3 Revenues for organic growth have not been recast for the divestiture of BWise enterprise, risk and compliance software, that occurred in 2019 4 Revenues for organic growth have not been recast for the divestiture of the Public Relations Solutions and Digital Media Services businesses that occurred in 2018. 9

Organic Revenue Growth Anti-Financial Crime 1 (U.S.$ millions) Total Variance Organic Impact Other Data vis color Data vis color order on light order on dark background background Current Period Prior year Period $M % $M % $M % 4Q22 $82 $68 $14 21% $14 21% $- -% 3Q22 77 62 15 24% 16 26% (1) (2)% 2Q22 75 58 17 29% 17 29% - -% 1Q22 72 42 30 71% 13 31% 17 40% 4Q21 68 31 37 119% 3 10% 34 110% 2022 306 231 75 32% 58 25% 17 7% 2021 231 116 115 99% 10 9% 105 91% 2020 116 107 9 8% 7 7% 2 2% 2019 107 98 9 9% 12 12% (3) (3)% 2018 98 79 19 24% 18 23% 1 1% 2017 79 64 15 23% 15 23% - -% Note: The sum of the quarters may not equal the full year totals due to rounding.The sum of the percentage changes may not tie to the percent change in total variance due to rounding. 1 Other impact includes acquisitions, divestitures, and changes in FX rates. 10

Organic Revenue Growth Marketplace Technology 1 (U.S.$ millions) Total Variance Organic Impact Other Data vis color Data vis color order on light order on dark Current Period Prior year Period $M % $M % $M % background background 4Q22 $150 $143 $7 5% $9 6% $(2) (1)% 3Q22 141 130 11 8% 13 10% (2) (2)% 2Q22 140 137 3 2% 6 4% (3) (2)% 1Q22 132 134 (2) (1)% 2 2% (4) (3)% 4Q21 143 149 (6) (4)% (4) (3)% (2) (1)% 2022 562 545 17 3% 27 5% (10) (2)% 2 2021 557 537 20 4% 17 3% 3 1% 3 2020 540 522 18 3% 12 2% 6 1% 3 2019 522 464 58 13% 20 4% 38 8% 3 2018 464 459 5 1% 8 2% (3) (1)% 3 2017 459 443 16 4% 17 4% (1) -% Note: The sum of the quarters may not equal the full year totals due to rounding.The sum of the percentage changes may not tie to the percent change in total variance due to rounding. 1 Other impact includes acquisitions, divestitures, and changes in FX rates. 2 Marketplace Technology revenues for organic growth calculations have not been recast for the Broker Services wind down that occurred in 2022 3 Marketplace Technology revenues for organic growth calculations have not been recast for the NFI sale that occurred in 2021 or Broker Services wind down that occurred in 2022 11

Organic Revenue Growth Solutions Businesses 1 (U.S.$ millions) Total Variance Organic Impact Other Prior year Data vis color Data vis color Current Period $M % $M % $M % order on light order on dark Period background background 4Q22 $652 $631 $21 3% $30 5% $(9) (1)% 3Q22 641 591 50 8% 61 10% (11) (2)% 2Q22 637 575 62 11% 73 13% (11) (2)% 1Q22 623 545 78 14% 70 13% 8 1% 4Q21 631 532 99 19% 69 13% 30 6% 2022 2,552 2,344 208 9% 227 10% (19) (1)% 2 2021 2,356 1,940 416 21% 295 15% 121 6% 3 2020 1,962 1,770 192 11% 168 9% 24 1% 3 2019 1,770 1,635 135 8% 108 7% 27 2% 3, 4 2018 1,675 1,506 169 11% 107 7% 62 4% 3, 4, 5 2017 1,700 1,613 87 5% 49 3% 38 2% Note: The sum of the quarters may not equal the full year totals due to rounding.The sum of the percentage changes may not tie to the percent change in total variance due to rounding. 1 Other impact includes acquisitions, divestitures, and changes in FX rates. 2 Solutions businesses revenues are not recast for the Broker Services wind down that occurred in 2022. 3 Solutions businesses revenues are not recast for the NPM contribution and NFI sale that occurred in 2021 and the Broker Services wind down that occurred in 2022. 4 Solutions businesses are not recast for the BWise enterprise governance, risk and compliance software platform, that occurred in 2019. 5 12 Solutions businesses are not recast for the Public Relations Solutions and Digital Media Services businesses, that occurred in 2018.

Annualized Recurring Revenue Segment ARR Data vis color Data vis color order on light order on dark background background (U.S.$ millions) 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 1Q21 Market Platforms $503 $503 $492 $473 $479 $479 $482 $473 Capital Access Platforms 1,192 1,172 1,167 1,146 1,113 1,084 1,056 1,029 Anti-Financial Crime 312 295 288 280 269 259 255 246 Total $2,007 $1,970 $1,947 $1,899 $1,861 $1,822 $1,793 $1,748 13

Market Platforms Trading Services Net Revenues by Asset Class (U.S.$ millions) 4Q22 3Q22 2Q22 1Q22 4Q21 3Q21 2Q21 1Q21 2022 2021 2020 2019 2018 2017 Data vis color Data vis color order on light order on dark background background U.S. Equity Derivatives $96 $92 $88 $94 $83 $88 $84 $88 $371 $343 $287 $232 $237 $199 Trading U.S. Cash Equity Trading 72 70 76 68 68 61 73 90 286 292 262 161 172 147 Nordic Cash Equity 24 24 29 34 33 32 34 38 111 137 119 93 103 96 Trading 1 U.S. Tape Plans 36 36 36 41 37 36 41 41 149 155 162 157 150 143 Other² 25 26 23 27 29 25 25 31 102 110 102 97 110 99 Trading Services Net $253 $248 $252 $264 $250 $242 $257 $288 $1,019 $1,037 $932 $740 $772 $684 Revenues Note: The sum of the quarters may not equal the full year totals due to rounding. ¹ As part of the new corporate structure, data sales revenues related to our U.S. cash equity and U.S. Options industry data (collectively, U.S. Tape Plans) are reported in Market Platforms (Trading Services). ² Other includes Nordic fixed income trading & clearing, Nordic derivatives, Nordic commodities, and Canadian cash equities trading. 14

EX-99.3

Exhibit 99.3

NEWS RELEASE

Nasdaq Announces Quarterly Dividend of $0.20 Per Share

NEW YORK, January 25, 2023 – The Board of Directors of Nasdaq, Inc. (Nasdaq: NDAQ) has declared a regular quarterly dividend of $0.20 per share on the company’s outstanding common stock. The dividend is payable on March 31, 2023 to shareholders of record at the close of business on March 17, 2023. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors.

About Nasdaq

Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, information regarding our dividend program and future payment obligations. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Nasdaq Media Relations Contacts:

Will Briganti

+1.646.964.8169

william.briganti@nasdaq.com

Nick Eghtessad

+1.929.996.8894

nick.eghtessad@nasdaq.com

Nasdaq Investor Relations Contact:

Neil Stratton, CFA

+1.212.401.8769

neil.stratton@nasdaq.com

-NDAQF-

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Document And Entity Information [Line Items]
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Entity Central Index Key	0001120193
Document Type	8-K
Document Period End Date	Jan. 25, 2023
Entity Registrant Name	Nasdaq, Inc.
Entity Incorporation State Country Code	DE
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