Equity Capital Markets Update

1. 1
Equity Capital Markets Update
November 2023

2. 2
2
88% Of New Listings In
2023 Chose Nasdaq
$2.7T In Market Value Has
Switched To Nasdaq
Top 7 5,000 $17T
L A R G E S T P U B L I C
C O M P A N I E S *
L I S T E D
C O M P A N I E S
M A R K E T V A L U E O F
T O P 1 0 0 L I S T I N G S
130+
G L O B A L E X C H A N G E S
P O W E R E D B Y N A S D A Q
Nasdaq Is The Market For Innovative
Growth Companies

3. 3
 ‘Higher for longer” message from the
Fed regarding interest rates
 Health of U.S. consumer (increasing
debt and delinquency rates;
resumption of student loan repayment)
 Geo-political & government
uncertainty
Equity Market Momentum In 2023
Benchmar
k Q1 Q2 Q3 YTD
S&P 500 +7% +8% (4%) +19%
Russell
2000
+2% +5% (5%) +2.4%
Nasdaq
100
+20% +15% (3%) +48%
Avg. VIX 20.7 16.5 15.0 17.4
Avg. 10-
Yield
3.7% 3.6% 4.1% 3.8%
Year End
Fed Rate
Target
4.3% 5.4% 5.4% 5.3%
ECM
Volume
$35B $51B $48B $137B
Q1 Q2 Q3
Key Concerns
Source: Bloomberg, as of 11.28.2023

4. 4
-10
0
10
20
30
40
50
60
70
80
S&P 500
“Magnificent 7” Performance YTD
“Magnificent 7”
72%
S&P 500
18%
493 Other
Constituents
8%
Magnificent 7
Source: FactSet as of 11.27.2023.
-10
0
10
20
30
40
50
60
70
80
“Magnificent 7”
72%
93 Other
Constituents
20%
Nasdaq-100
46%
Nasdaq-100

5. 5
-20%
0%
20%
40%
60%
80%
100%
12/30/2022 1/30/2023 2/28/2023 3/31/2023 4/30/2023 5/31/2023 6/30/2023 7/31/2023 8/31/2023 9/30/2023 10/31/2023
Recent Tech Rally Has Been Fueled By AI
AI Basket
86%
Nasdaq
46%
Source: FactSet as of 11.27.2023. Ai basket is market cap weighted and includes Amazon, Google, Adobe, Microsoft, Nvidia, Meta, Palantir, AMD, and C3AI
YTD Returns
230%
181%
200%
162%
90%
85%
55%
60%
77%

6. 6
Listings Activity
IPOs (Excluding SPACs)
420
95 121
2021 2022 2023 YTD
Operating Company Listings
SPACs
613
86
28
2021 2022 2023 YTD
SPAC Listings
Source: Bloomberg, as of 11.28.2023

7. 7
Robust Equity and Equity-Linked Issuance in Q3 Totaling $48B
IPOs Follow-Ons Convertibles
$8bn
+21% QoQ
• Growth IPO market open with a number
of Tech issuers generating strong investor
demand
• Scale, growth, and profitability continue to
resonate with investors
• Cornerstone / anchor investors prevalent
and critical for execution
$25bn
(17%) QoQ
• Corporate / sponsor monetizations remain
active, representing 55% of follow-on
volume
• Motivated sellers capitalizing on market
access over trading performance
• Majority of issuers utilizing over-the-wall
marketing to gauge investor appetite
$14bn
+4% QoQ
• Liability management driving volumes
with issuers choosing to refinance floating
debt ratio
• Influx of larger, higher credit quality and
rated companies accessing convertible
market in current rate environment

8. 8
Key Themes Across Private Markets
 Private companies are reaching the tipping point to raise capital. ~50% of companies have not raised capital in the past 18 months.
 Continued activity from private investors signaling resilience in the market, though investors incorporating more downside protection through structure.
 Investor landscape continues to evolve – late-stage crossover investors continue to cautiously test the market and return to IPOs while durational Family Offices
remain active on a relative basis and SWF / Pensions have come down slightly since the beginning of this year.
 Private Equity buyout activity has been tepid in 2023, growth deals still off 2020-2021 highs though improving in 2023
Private Capital Market 3Q 2023
Early
Stage
20%
Late-
Stage
43%
Growth
37%
FinTech
7%
TMT
39%
Healthcare +
Consumer
30%
Industrials
13%
Clean Energy
11%
SWFs /
PPs
11%
PE /
Growth
41%
Crossovers
18%
Strategic
15%
FO
15%
Company Stage Mix
By $ Volume
Sector Mix
By Deal Count
Investor Mix
By Deal Count
Source: Pitchbook, Bloomberg, as of 11.28.2023

9. 9
Late-Stage Privates Still Lead Specific Sectors in Q3 2023, But
Growth Returning
Q3 2023 Private Market Sectors Breakdown
$3
$6
$7
$9
$10
$12
Consumer
Fintech
Clean Energy
Transition
Industrials
Healthcare
TMT
Sector Total Capital Invested ($ Billions) YoY % Change Percent By Growth, Early-Stage and Late-Stage # Deals Total
(50%)
(13%)
53%
26%
50%
5%
47%
38%
82%
48%
10%
17%
15%
19%
3%
11%
30%
31%
28%
42%
15%
41%
60%
52%
5
247
124
111
74
44
27
23
16
13
8
384
Source: Citi, PitchBook Data as of 11/27/2023. Competed U.S. private deals for VC Rounds & Growth Equity. Early Stage=Round B or earlier; Late-Stage VC=Round and later.
# Deals Q3

10. 10
Looking Ahead: 2024 IPO pipeline is solid
4
19 20 18
11
4
13
7 8
23
10
5
0
4 3
9
15
11 13
7
17
20
3
9
12 12
2 4
8
28 30
20
31
41
9
26
J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D
2012 Total IPO Count = 142 2020 Total IPO Count = 223
2016 Total IPO Count = 111
 Dependent on how well the big-
name IPOs perform in the
medium term
 Need to see stability in interest
rates and the economy
 Company willingness to accept
valuation resetting back to pre-
pandemic levels
 IPOs will slow in late Oct ahead of
the 2024 Election in Nov

11. 11
THANK YOU!
Thank You!
Jack Cassel
Head Of New Listings
Jack.cassel@nasdaq.com
+1 415 243 3201

12. 12
Global M&A Activity By Quarter
Source: PitchBook as of 9.30.2023.
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
2018 2019 2020 2021 2022 2023*
Deal value ($B) Deal count Estimated deal count

13. 13
M&A Count By Acquirer Type
5,651 7,003 7,803 7,941 8,800 9,965 10,328 9,996
15,568 14,373
8,121
20,264
23,435
26,041
23,812 22,815 21,823 21,329 20,361
27,489
26,270
16,005
21.8%
23.0% 23.1%
25.0%
27.8%
31.3%
32.6% 32.9%
36.2%
35.4%
33.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 YTD
Sponsor Backed Corporate M&A Sponsor-Backed %
Source: PitchBook as of 9.30.2023.