Nasdaq : Q2 22 Earnings Presentation

Nasdaq 2Q22 Quarterly Update

July 20, 2022

Disclaimers

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, non-GAAP operating expenses, and non-GAAP EBITDA, 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 the appendix to 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.

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 (i) projections relating to our future financial results, total shareholder returns, growth, trading volumes, products and services, ability to transition to new business models, 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, de-leveraging and capital allocation initiatives, including the proposed stock split, (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 arising from the Russian invasion of Ukraine, government and industry regulation, interest rate risk, U.S. and global competition, the impact of the COVID-19 pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our customers, suppliers or business partners, 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.

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Strategic Update

"Nasdaq's robust second quarter results and continued top-line growth demonstrate the importance of our diverse and distinctive offerings to our clients, even during challenging market environments. I am proud of our ability to deliver consistently while positioning our company to capture future growth opportunities through focused investments."

Adena Friedman, President & CEO, Nasdaq

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Strong growth in 2Q22, Continued Progress Advancing Strategy

• Our evolution continues: SaaS revenues increased to 35%

of ARR, a 2 percentage point increase from a year ago

• Success in our foundational listings business has created

Annualized Recurring

Revenues (ARR)*

$1,965M

Solutions Segments* Revenue

$582M

Solutions Segments Organic Revenue Growth

$65M

Net Revenues* $893M

Non-GAAP Diluted EPS $2.07

(Year over year % change)

+9%

+10%

+12%

+6%

+9%

	"flywheel effects" driving higher growth in trading, IR &
	ESG Solutions, and other businesses.
•	2022 capital market and macroeconomic backdrop
	incorporates several shifts, but remains conducive to the
	company's continued strategic execution
•	Expense guidance revised to incorporate the impact of
	changes to FX rates and continued strong organic growth
• Clear strategy to deliver on our unique ESG potential,
	including the 2Q22 acquisition of Metrio
•	Key secular growth areas that we are positioned to serve
	are large and growing: Anti Financial Crime, ESG, Index,
	and Investment Analytics

For all non-GAAP information throughout this presentation, the U.S. GAAP to non-GAAP reconciliations may be found at
ir.nasdaq.com/Income-Statement-Trend-Summary-and-GAAP-to-Non-GAAP-Reconciliation.Reconciliations of organic
revenue growth can be found in the appendix to this presentation. Organic revenue growth is considered a non-GAAP
metric.	4
* For all defined terms, refer to the appendix to this presentation.

Executing our Strategy to Broaden Opportunity & Accelerate Progress

Pillars of Strategy

Re-allocating capital to support opportunities as a technology and analytics provider

Accomplishments Since 2020 Investor Day

• Acquisition of Verafin, creating a new Anti Financial Crime technology leader
• Divested U.S. Fixed Income business

$1,965M +9%

Annualized recurring	YoY
revenue 2Q22	increase

Implementing our vision of a SaaS-enabled technology provider

• Annualized SaaS revenues of $679 million in 2Q22 increased 12% YoY
• Launched Data Fabric to bring our data API and management capabilities to clients as an enterprise SaaS product

$679M	+12%
Annualized SaaS	YoY
revenues 2Q22	increase

Accelerate performance of	◦ Anti Financial Crime total 57% of Market
growth platforms		Technology 2Q22 revenues (vs. 32% in FY20)
	◦	Index and Analytics total 63% of Investment
		Intelligence 2Q22 revenues (vs. 56% in FY20)
Amplifying the most	◦	11% year over year increase in global
distinctive aspects of our		corporate issuer base
marketplace and corporate
foundational businesses	◦	Acquisitions of Puro.earth and Metrio to

address expanding client ESG needs

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