Nasdaq : 2024 Investor Day Presentation

Investor Day 2024

Introduction

Ato Garrett, SVP Investor Relations

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, non-GAAP operating expenses, EBITDA and Free Cash Flow. These measures 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 in the appendix to this presentation.

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, and highlight trends more clearly that may not otherwise be apparent when relying solely on U.S. GAAP financial measures. 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, or have less bearing on, our 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.

Refer to the appendix to this presentation for definitions of terms used throughout.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this presentation 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. When used in this presentation, words such as "expects," "enables," "will," "plans," "pro forma," "target," "outlook," "estimates," and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements.

Such forward-looking statements include, but are not limited to (i) management's vision for the future of Nasdaq, projections relating to our future financial results, growth, dividend program, products and services, ability to transition to new business models or implement our new corporate structure, taxes and achievement of synergy targets related to the acquisition of Adenza, (ii) statements about the benefits of certain acquisitions and other strategic, restructuring, technology, de-leveraging, share repurchase and capital allocation commitments and initiatives, (iii) statements about the integration of our recent Adenza acquisition, (iv) our medium-term growth outlook, 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. Further information on these and other factors are 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. The forward-looking statements in this presentation do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

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.

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Today's Agenda

Time (EST)	Session	Speaker(s)
8:00 AM - 8:05 AM	Welcome, Agenda, and Presentation Kickoff	Ato Garrett, SVP Investor Relations
8:05 AM - 8:25 AM	Strategic Overview	Adena T. Friedman, Chair & CEO
8:25 AM - 8:50 AM	Round Table Discussion: The Technology	Brad Peterson, EVP & CTO/CIO, Brenda Hoffman, EVP & CTO of Financial Technology and
Foundation for Nasdaq	Market Services, Hazel Dalton, SVP & CTO of Financial Crime Management Technology
8:50 AM - 9:10 AM	Capital Access Platforms	Nelson Griggs, President
9:10 AM - 9:20 AM	Break
9:20 AM - 9:35 AM	Financial Technology Overview	Tal Cohen, President
	Financial Technology Deep Dives
	- Financial Crime Management Technology: Verafin	Brendan Brothers, EVP & Head of Financial Crime Management Technology
9:35 AM - 10:05 AM	- Regulatory Technology: AxiomSL & Surveillance	Ed Probst, SVP & Head of Regulatory Technology
	- Capital Markets Technology: Marketplace	Gil Guillaumey, SVP & Head of Capital Markets Technology
	Technology & Calypso
10:05 AM - 10:20 AM	Market Services	Tal Cohen, President, Kevin Kennedy EVP & Head of North American Market Services, and
Roland Chai, EVP & Head of European Market Services
10:20 AM - 10:30 AM	Break
		Valerie Bannert-Thurner, EVP & Chief Revenue Officer Financial Technology, Stephanie
10:30 AM - 11:00 AM	Panel: One Nasdaq	Champion, SVP Verafin Sales, Ben Fisbein, SVP Head of Financial Technology Sales for the
Americas, Don Marigliano, SVP Head of North American Market Services Sales, Jeff Thomas
		EVP & Head of Corporate Platforms
11:00 AM - 11:30 AM	Financial Overview	Sarah Youngwood, EVP & CFO
11:30 AM - 12:00 PM	Q&A and Closing Remarks	All
12:00 PM - 2:00 PM	Product Showcase and Networking Lunch

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Nasdaq Kickoff Video

Delivering Resilient and Scalable Growth

Adena T. Friedman, Chair & CEO

Trusted & Scaled

Technology Partner

Dynamic & Durable

Growth Platforms

Built for Sustained

Value Creation

Accelerating our position as trusted partner with mission-critical capabilities serving the financial system

Delivering scalable, profitable, durable growth across our platforms

Maintaining laser focus on our exceptional financial profile, expense rigor, and shareholder value creation

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Nasdaq Is Aligned on a Common Strategic Framework

Core Purpose

We advance economic progress for all

Long-Term Vision

We will be the trusted fabric of the world's financial system

Value Proposition

We deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy

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Uniquely Diversified Business with Strong Right to Win

Strategic Differentiators

Technology	Data
Technology	Gold Source
Leadership	Data

Clients		Expertise	Brand
Scaled Marquee	Market & Regulatory	Valued Among
Client Base	Expertise	the Top 100
				Brands 1

1. Interbrand study, August 2022
2. Revenue chart does not include 1% of "other" revenue that primarily relates to Nasdaq's European power trading and clearing business, following our announcement in June 2023 to divest this business, subject to regulatory approval.

Transformed Business

35%	41%
Financial	Capital Access
Technology
Platforms

$4.3B

2023

Pro Forma

Net Revenue

23%

Market
Services	9

Strategic Pivot Has Delivered Higher

Growth and Exceptional Profitability

Exceptional Financial Profile

$2.4B

2017

Net Revenue

$4.3B

2023

Pro Forma

Net Revenue

8%

2017 - 2023 Revenue CAGR

~ 100%+

2017 - 2023 FCF Conversion

47%

Non-GAAP

Operating Margin

53%

Non-GAAP Pro Forma

Operating Margin

+600bps

2017 - 2023

Margin Improvement

$2.4B

2023 Pro Forma

EBITDA

2017	2023

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