(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Liberty Plaza,

New York, New York

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))

Exhibit No.

Exhibit Description

Nasdaq, Inc.

Edward S. Knight

Executive Vice President and

Global Chief Legal and Policy Officer

2018 net revenues¹ were $2,526 million, an increase of 5% compared to 2017, resulting from 8% organic growth partially offset by a 3% reduction from the net impact of the divestiture and acquisition of businesses.

Fourth quarter 2018 net revenues were $645 million, an increase of 2% compared to the prior year period, with 11% organic revenue growth partially offset by a 7% reduction from the net impact of the divestiture and acquisition of businesses and a 2% reduction from unfavorable changes in foreign exchange rates.

2018 GAAP diluted EPS was $2.73, compared to $4.30 in 2017, while fourth quarter of 2018 GAAP diluted loss per share was $0.27 compared to diluted EPS of $1.45 in the fourth quarter of 2017. In the fourth quarter of 2018, we finalized the provisional tax estimate related to the Tax Cuts and Jobs Act, resulting in a $289 million non-cash charge.

2018 non-GAAP diluted EPS² was $4.84, a 20% increase compared to the prior year, while fourth quarter non-GAAP diluted EPS was $1.26, an increase of 21% compared to $1.04 in the fourth quarter of 2017.

The company is announcing an offer to acquire Oslo Børs VPS and combine it with Nasdaq’s leading Nordic markets.

During 2018, the company returned $674 million to shareholders, including repurchases of common shares valued at $394 million and $280 million in dividends.

Represents revenues less transaction-based expenses.

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

U.S. GAAP operating expense is 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.

Nasdaq to make offer to acquire Oslo Børs VPS with commitment of unanimous support from Oslo Børs VPS board of directors. Nasdaq AB, a subsidiary of Nasdaq Inc., announced today that it will make a public offer to acquire all of the issued shares of Oslo Børs VPS Holding ASA at NOK 152 per share. Oslo Børs VPS’ board of directors has committed to unanimously recommend that its shareholders accept the offer. The proposed transaction is expected to achieve Nasdaq’s stated return on invested capital requirement of at least 10% within 3-5 years, and is expected to be accretive to non-GAAP EPS within 12 months of closing. The proposed transaction is consistent with Nasdaq’s existing capital deployment priorities including its organic business investment, shareholder capital return, and leverage objectives.

Nasdaq’s advances its strategic pivot with the acquisitions of Cinnober and Quandl. In January 2019, Nasdaq completed its public cash offer to acquire the shares of Cinnober, a Swedish financial technology provider to brokers, exchanges and clearinghouse. The acquisition strengthens Nasdaq’s position as one of the world’s leading market infrastructure providers. Additionally, during the fourth quarter of 2018, Nasdaq acquired Quandl, a leading provider of alternative and core data to more than 30,000 active users. Quandl offers a global database of alternative, financial and other types of data, which are being used in increasingly sophisticated, technology enabled investment decision processes. Nasdaq is integrating Quandl with its Analytics Hub alternative business.

The Nasdaq Stock Market led U.S. exchanges for IPOs in a busy 2018, while Nasdaq’s European listings grew to over 1,000 issuers for the first time. The Nasdaq Stock Market welcomed 67 new listings in the fourth quarter of 2018, including 41 IPOs, a 73% win rate in the quarter. Highlights from the quarter included the IPOs of StoneCo Ltd, Upwork and Moderna, the largest VC-backed biotech IPO in U.S. history, as well as listing switches to The Nasdaq Stock Market by Regency Centers, Alliant Energy, Teradyne and WeightWatchers. Over the course of 2018, The Nasdaq Stock Market welcomed 186 IPOs, a 72% win rate, resulting in the sixth consecutive year of leadership in the number of IPOs in the U.S. During 2018, The Nasdaq Stock Market welcomed 17 corporate listings switches representing $111 billion in market capitalization. Nasdaq’s Nordic, Baltic and First North exchanges added 73 new listings, ending the year with over 1,000 listings for the first time.

Market Services delivered record net revenue in 2018 through a combination of strong competitive positioning and improved industry volumes. Market Services set a new annual record with net revenues of $958 million in 2018 including all-time highs in both cash equities and equity derivatives. In 2018, Nasdaq’s Market Services segment maximized the opportunity of multi-year industry market volume highs in U.S. equity options in part because of the successful 2016-2017 integration of the ISE options exchange, and in U.S. equities through increases in market share to 19.5%¹. On the innovation side, Market Services clients in 2018 benefited from new functionality such as M-ELO order types and a refined closing cross to provide more flexibility in the U.S. equity market, Auction on Demand functionality in the Nordic equities market, and the upgrade of the Nasdaq Fixed Income (NFI) platform to the Nasdaq Financial Framework.

During 2018, the combined U.S. cash equities matched market share executed on Nasdaq’s exchanges consisted of 15.9% at The Nasdaq Stock Market, 2.8% at Nasdaq BX and 0.8% at Nasdaq PSX.

Market Technology continues seeing strong client traction as it implements the next-generation Nasdaq Financial Framework technology platform. In 2018, Nasdaq signed 12 new market infrastructure operator clients for its core trade matching, risk management and post trade systems, and surveillance, as well as 20 new buy and sell side surveillance customers. New contracts signed during the fourth quarter of 2018 included an agreement with The Nigerian Stock Exchange to extend the licensing of Nasdaq’s matching engine and surveillance technology, and agreements with the Jamaica Stock Exchange and the Cyberdyne Tech Exchange in Singapore for both matching and surveillance solutions. Among non-financial markets customers, Nasdaq signed a deal with ATG, a Swedish race and gaming operator, to integrate our Longitude and new markets technology into their pari-mutuel betting platform.

Index revenues reached a quarterly record on higher exchange traded product AUM and futures contracts tracking Nasdaq indexes, while Nasdaq announced the extension of the exclusive Nasdaq-100 futures license with CME Group through 2029. Overall AUM in ETPs benchmarked to Nasdaq’s proprietary index families totaled $172 billion as of December 31, 2018, up 3% compared to December 31, 2017. The December 31, 2018 total AUM included $74 billion, or 43%, tracking smart beta indexes. At December 31, 2018, the number of ETPs tracking Nasdaq-licensed indexes increased 13% to 365 compared to 324 at December 31, 2017. During the fourth quarter of 2018, a record 45 million futures contracts tied to the Nasdaq-100 index traded, an increase of 137% versus the fourth quarter of 2017.

    MEDIA RELATIONS CONTACT:

    Allan Schoenberg

    +1.212.231.5534

    allan.schoenberg@nasdaq.com

INVESTOR RELATIONS CONTACT:

Ed Ditmire, CFA

+1.212.401.8737

ed.ditmire@nasdaq.com

Revenues:

Market Services

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total Market Services revenues less transaction-based expenses

Corporate Services

Information Services

Market Technology

Other Revenues

Revenues less transaction-based expenses

Operating Expenses:

Compensation and benefits

Professional and contract services

Computer operations and data communications

Occupancy

General, administrative and other

Marketing and advertising

Depreciation and amortization

Regulatory

Merger and strategic initiatives

Total operating expenses

Operating income

Interest income

Interest expense

Gain on sale of investment security

Net gain on divestiture of businesses

Other investment income

Net income from unconsolidated investees

Income before income taxes

Income tax provision (benefit)

Net income (loss) attributable to Nasdaq

Per share information:

Basic earnings (loss) per share

Diluted earnings (loss) per share

Cash dividends declared per common share

Weighted-average common shares outstanding for earnings (loss) per share:

Basic

Diluted ⁽¹⁾

Due to the net loss for the quarter ended December 31, 2018, the diluted earnings (loss) per share calculation excludes 3.2 million of employee stock awards as they were anti-dilutive.

MARKET SERVICES REVENUES

Equity Derivative Trading and Clearing Revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total net equity derivative trading and clearing revenues

Cash Equity Trading Revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total net cash equity trading revenues

Fixed Income and Commodities Trading and Clearing Revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total net fixed income and commodities trading and clearing revenues

Trade Management Services Revenues

Total Net Market Services revenues

CORPORATE SERVICES REVENUES

Corporate Solutions revenues

Listings Services revenues

Total Corporate Services revenues

INFORMATION SERVICES REVENUES

Market Data revenues

Index revenues

Investment Data & Analytics revenues

Total Information Services revenues

MARKET TECHNOLOGY REVENUES

OTHER REVENUES

Revenues less transaction-based expenses

Assets

Current assets:

Cash and cash equivalents

Restricted cash

Financial investments, at fair value

Receivables, net

Default funds and margin deposits

Other current assets

Total current assets

Property and equipment, net

Goodwill

Intangible assets, net

Other non-current assets

Total assets

Liabilities

Current liabilities:

Accounts payable and accrued expenses

Section 31 fees payable to SEC

Accrued personnel costs

Deferred revenue

Other current liabilities

Default funds and margin deposits

Short-term debt

Total current liabilities

Long-term debt

Deferred tax liabilities, net

Non-current deferred revenue

Other non-current liabilities

Total liabilities

Commitments and contingencies

Equity

Nasdaq stockholders’ equity:

Common stock

Additional paid-in capital

Common stock in treasury, at cost

Accumulated other comprehensive loss

Retained earnings

Total Nasdaq stockholders’ equity

Total liabilities and equity

U.S. GAAP net income (loss) attributable to Nasdaq

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives ⁽²⁾

Gain on sale of investment security ⁽³⁾

Clearing default ⁽⁴⁾

Net gain on divestiture of businesses ⁽⁵⁾

Extinguishment of debt ⁽⁶⁾

Other ⁽⁷⁾

Total non-GAAP adjustments

Non-GAAP adjustment to the income tax provision ⁽⁸⁾

Impact of newly enacted U.S. tax legislation ⁽⁹⁾

Reversal of Swedish tax benefits ⁽¹⁰⁾

Excess tax benefits related to employee share-based compensation ⁽¹¹⁾

Total non-GAAP adjustments, net of tax

Non-GAAP net income attributable to Nasdaq

U.S. GAAP diluted earnings (loss) per share

Total adjustments from non-GAAP net income above

Non-GAAP diluted earnings per share

Weighted-average diluted common shares outstanding for non-GAAP earnings per share:

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.

We have pursued various strategic initiatives and completed a divestiture and a number of acquisitions 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 and will vary based on the size and frequency of the activities described above.

In December 2018, we sold our 5.0% ownership interest in LCH Group Holdings Limited for $169 million in cash. As a result of the sale, we recognized a pre-tax gain of $118 million ($93 million after tax).

For the year ended December 31, 2018, we recorded $31 million in expense related to the clearing default that occurred in September 2018. For the three months ended December 2018, we recorded a $23 million charge associated with our capital relief program, where we will allocate capital back to default fund participants. The capital relief program is in addition to any funds to be recovered from the defaulting member. For the three months ended September 30, 2018, we recorded an $8 million loss related to the default of a Nasdaq Clearing member. These charges are included in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss).

In April 2018, we completed the sale of the Public Relations Solutions and Digital Media Services businesses. For the year ended December 31, 2018, we recognized a pretax net gain of $33 million which includes an $8 million post-closing working capital adjustment recorded during the three months ended September 30, 2018.

For the year ended December 31, 2017, in connection with the early extinguishment of our 5.25% senior unsecured notes and the $300 million repayment on our $400 million senior unsecured term loan facility due November 25, 2019, we recorded a charge of $10 million primarily related to a premium paid for early redemption. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss).

For the three months and year ended December 31, 2018 and the three months ended September 30, 2018, other charges included litigation costs related to certain legal matters and are recorded in professional and contract services expense in our Condensed Consolidated Statements of Income (Loss). For the three months and year ended December 31, 2018, other charges also included certain charges related to a sales and use tax audit and VAT reserves which are recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss). For the three months and year ended December 31, 2017, other charges related to a sublease loss reserve on space we occupied due to excess capacity and are recorded in occupancy expense in our Condensed Consolidated Statements of Income (Loss). For the year ended December 31, 2017, other charges also related to wind down costs associated with an equity method investment that was previously written off and are recorded in net income from unconsolidated investees in our Condensed Consolidated Statements of Income (Loss).

The non-GAAP adjustment to the income tax provision includes the tax impact of each non-GAAP adjustment. In certain periods, the adjustment may include the recognition of previously unrecognized tax benefits associated with positions taken in prior years and/or the impact of state tax rate changes.

For the three months and year ended December 31, 2018, we recorded an increase to tax expense of $289 million and $290 million, respectively. In the fourth quarter of 2018, we finalized the provisional estimate related to the Tax Cuts and Jobs Act, which resulted in a reduction to a deferred tax asset related to foreign currency translation losses. For the three months ended September 30, 2018, we recorded a decrease to tax expense of $4 million, which reflects the remeasurement of certain deferred tax assets and liabilities associated with the impact of the Tax Cuts and Jobs Act. For the three months and year ended December 31, 2017, we recorded a decrease to tax expense of $89 million, primarily related to the remeasurement of our net U.S. deferred tax liability at the lower U.S. federal corporate income tax rate.

For the year ended December 31, 2018, we recorded a reversal of previously recognized Swedish tax benefits, due to unfavorable court rulings received by other Swedish entities during the year, the impact of which relates to prior periods.

Excess tax benefits related to employee share-based compensation reflect the recognition of income tax effects of share-based awards when awards vest or are settled.

U.S. GAAP operating income

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives ⁽²⁾

Clearing default ⁽³⁾

Extinguishment of debt ⁽⁴⁾

Other ⁽⁵⁾

Total non-GAAP adjustments

Non-GAAP operating income

Revenues less transaction-based expenses

U.S. GAAP Operating margin ⁽⁶⁾

Non-GAAP operating margin ⁽⁷⁾

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.

We have pursued various strategic initiatives and completed a divestiture and a number of acquisitions 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 and will vary based on the size and frequency of the activities described above.

For the year ended December 31, 2018, we recorded $31 million in expense related to the clearing default that occurred in September 2018. For the three months ended December 2018, we recorded a $23 million charge associated with our capital relief program, where we will allocate capital back to default fund participants. The capital relief program is in addition to any funds to be recovered from the defaulting member. For the three months ended September 30, 2018, we recorded an $8 million loss related to the default of a Nasdaq Clearing member. These charges are included in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss).

For the year ended December 31, 2017, in connection with the early extinguishment of our 5.25% senior unsecured notes and the $300 million repayment on our $400 million senior unsecured term loan facility due November 25, 2019, we recorded a charge of $10 million primarily related to a premium paid for early redemption. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss).

For the three months and year ended December 31, 2018 and the three months ended September 30, 2018, other charges included litigation costs related to certain legal matters and are recorded in professional and contract services expense in our Condensed Consolidated Statements of Income (Loss). For the three months and year ended December 31, 2018, other charges also included certain charges related to a sales and use tax audit and VAT reserves which are recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss). For the three months and year ended December 31, 2017, other charges related to a sublease loss reserve on space we occupied due to excess capacity and are recorded in occupancy expense in our Condensed Consolidated Statements of Income (Loss).

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

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

U.S. GAAP operating expenses

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives ⁽²⁾

Clearing default ⁽³⁾

Extinguishment of debt ⁽⁴⁾

Other ⁽⁵⁾

Total non-GAAP adjustments

Non-GAAP operating expenses

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.

We have pursued various strategic initiatives and completed a divestiture and a number of acquisitions 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 and will vary based on the size and frequency of the activities described above.

For the year ended December 31, 2018, we recorded $31 million in expense related to the clearing default that occurred in September 2018. For the three months ended December 2018, we recorded a $23 million charge associated with our capital relief program, where we will allocate capital back to default fund participants. The capital relief program is in addition to any funds to be recovered from the defaulting member. For the three months ended September 30, 2018, we recorded an $8 million loss related to the default of a Nasdaq Clearing member. These charges are included in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss).

For the year ended December 31, 2017, in connection with the early extinguishment of our 5.25% senior unsecured notes and the $300 million repayment on our $400 million senior unsecured term loan facility due November 25, 2019, we recorded a charge of $10 million primarily related to a premium paid for early redemption. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss).

For the three months and year ended December 31, 2018 and the three months ended September 30, 2018, other charges included litigation costs related to certain legal matters and are recorded in professional and contract services expense in our Condensed Consolidated Statements of Income (Loss). For the three months and year ended December 31, 2018, other charges also included certain charges related to a sales and use tax audit and VAT reserves which are recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income (Loss). For the three months and year ended December 31, 2017, other charges related to a sublease loss reserve on space we occupied due to excess capacity and are recorded in occupancy expense in our Condensed Consolidated Statements of Income (Loss).

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

Nasdaq PHLX matched market share

The Nasdaq Options Market matched market share

Nasdaq BX Options matched market share

Nasdaq ISE Options matched market share

Nasdaq GEMX Options matched market share

Nasdaq MRX Options matched market share

Total matched market share executed on Nasdaq’s exchanges

Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume options and futures contracts ⁽¹⁾

Cash Equity Trading

Total U.S.-listed securities

Total industry average daily share volume (in billions)

Matched share volume (in billions)

The Nasdaq Stock Market matched market share

Nasdaq BX matched market share

Nasdaq PSX matched market share

Total matched market share executed on Nasdaq’s exchanges

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

Total market share ⁽²⁾

Nasdaq Nordic and Nasdaq Baltic securities

Average daily number of equity trades executed on Nasdaq’s exchanges

Total average daily value of shares traded (in billions)

Total market share executed on Nasdaq’s exchanges

Fixed Income and Commodities Trading and Clearing

Fixed Income

U.S. fixed income notional trading volume (in billions)

Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts

Commodities

Power contracts cleared (TWh) ⁽³⁾

Corporate Services

Initial public offerings

The Nasdaq Stock Market

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

Total new listings

The Nasdaq Stock Market ⁽⁴⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic ⁽⁵⁾

Number of listed companies

The Nasdaq Stock Market ⁽⁶⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic ⁽⁷⁾

Information Services

Number of licensed exchange traded products (ETPs)

ETP assets under management tracking Nasdaq indexes (in billions)

Market Technology

Order intake (in millions) ⁽⁸⁾

Total order value (in millions) ⁽⁹⁾

Includes Finnish option contracts traded on EUREX Group.

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

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

New listings include IPOs, including those completed on a best efforts basis, issuers that switched from other listing venues, closed-end funds and separately listed ETPs.

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.

Number of total listings on The Nasdaq Stock Market at period end, including 392 ETPs as of December 31, 2018, 390 ETPs as of September 30, 2018 and 373 ETPs as of December 31, 2017.

Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North at period end.

Total contract value of orders signed during the period.

Represents total contract value of orders signed that are yet to be recognized as revenue.