纳斯达克 2025年度报告

Washington, D.C. 20549 FORM 10-K Nasdaq, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ 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 1934during the preceding 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 forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 newor revised financial 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 controlover 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 auditreport.☒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 the correction 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, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $40.6 billion(this amount represents approximately 454.2 million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of $89.42 of the common stock onThe Nasdaq Stock Market on 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 3, 2026 568,443,856shares Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated byreference into Part III of this Form 10-K. PartI.Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.Cybersecurity Item 2.PropertiesItem3.Legal Proceedings 33PartII.Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities33Item6.[Reserved]36Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk55Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure56Item 9A.Controls and Procedures56Item9B.Other Information58Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections58PartIII.Item10.Directors, Executive Officers and Corporate Governance58Item11.Executive Compensation58Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters58Item13.Certain Relationships and Related Transactions, and Director Independence59Item 14.Principal Accountant Fees and Services59PartIV.Item15.Exhibits and Financial Statement Schedules59Item 16.Form 10-K Summary63 About this Form 10-K 2029 Notes: €600 million aggregate principal amount of1.75% senior unsecured notes due March 28, 20292030 Notes: €600 million aggregate principal amount of0.875% senior unsecured notes due February 13, 20302031 Notes: $650 million aggregate principal amount of1.650% senior unsecured notes due January 15, 20312032 Notes: €750 million aggregate principal amount of4.500% senior unsecured notes due February 15, 20322033 Notes: €615 million aggregate principal amount of0.900% senior unsecured notes due July 30, 20332034 Notes: $1.25 billion aggregate principal amount of5.550% senior unsecured notes due February 15, 20342040 Notes: $6