纳斯达克 2024年度报告

Washington, D.C. 20549 FORM10-K OR Commission file number:001-38855 Nasdaq, Inc. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Non-accelerated filer☐Smallerreportingcompany☐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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $22.3billion (this amount represents approximately 370.0 million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of $60.26 of the common stock on The Nasdaq Stock Marketon such date).Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Outstanding at February 12, 2025575,145,323shares Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into Part IIIof this Form 10-K. PartI. Item1.Business1Item1A.Risk Factors17Item1B.Unresolved Staff Comments32Item1C.Cybersecurity32Item2.Properties33Item3.Legal Proceedings33Item4.Mine Safety Disclosures33 PartII. Item5.Market for Registrant’s Common Equity, RelatedStockholder Matters and Issuer Purchases of EquitySecurities33Item6.[Reserved]36Item7.Management’s Discussion and Analysis of FinancialCondition and Results of Operations36Item7A.Quantitative and Qualitative Disclosures About MarketRisk57Item8.Financial Statements and Supplementary Data57Item9.Changes in and Disagreements with Accountants onAccounting and Financial Disclosure57Item9A.Controls and Procedures57Item9B.Other Information59Item9C.Disclosure Regarding Foreign Jurisdictions that PreventInspections59 PartIII. Item10.Directors, Executive Officers and Corporate Governance59Item11.Executive Compensation59Item12.Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters59Item13.Certain Relationships and Related Transactions, andDirector Independence60Item14.Principal Accountant Fees and Services60 PartIV. About this Form 10-K 2030 Notes: €600 million aggregate principal amount issued of0.875% senior unsecured notes due February 13, 20302031 Notes: $650 million aggregate principal amount issued of1.650% senior unsecured notes due January 15, 20312032 Notes: €750 million aggregate principal amount issued of4.500% senior unsecured notes due February 15, 20322033 Notes: €615 million aggregate principal amount issued of0.900% senior unsecured notes due July 30, 20332034 Notes: $1.25 billion aggregate principal amount issued of5.550% senior unsecured notes due February 15, 20342040 Notes: $650 million aggregate principal amount issued of2.500% senior unsecured notes due December 21, 20402050 Notes: $500 million aggregate principal amount issued