Core Insights - Nasdaq reported quarterly earnings of $0.88 per share, exceeding the Zacks Consensus Estimate of $0.84 per share, and showing an increase from $0.74 per share a year ago, resulting in an earnings surprise of +4.76% [1] - The company achieved revenues of $1.32 billion for the quarter ended September 2025, surpassing the Zacks Consensus Estimate by 1.75% and up from $1.15 billion year-over-year [2] - Nasdaq shares have increased approximately 14.9% year-to-date, slightly outperforming the S&P 500's gain of 14.5% [3] Earnings Outlook - The future performance of Nasdaq's stock will largely depend on management's commentary during the earnings call and the company's earnings outlook [4][5] - The current consensus EPS estimate for the upcoming quarter is $0.87 on revenues of $1.34 billion, and for the current fiscal year, it is $3.36 on revenues of $5.17 billion [7] Industry Context - The Securities and Exchanges industry, to which Nasdaq belongs, is currently ranked in the bottom 37% of over 250 Zacks industries, indicating potential challenges ahead [8] - IntercontinentalExchange (ICE), a competitor in the same industry, is expected to report quarterly earnings of $1.62 per share, reflecting a year-over-year change of +4.5% [9]

Financial Data and Key Metrics Changes - Nasdaq reported net revenue of $1.3 billion, an 11% year-over-year increase, with operating income rising 16% to $732 million and diluted EPS growing 19% [6][24] - Annualized recurring revenue (ARR) grew 9% to $3 billion, marking a significant milestone [6][25] - Operating expenses were $583 million, up 5% year-over-year, leading to an operating margin of 56% and EBITDA margin of 58%, both up 2 percentage points from the previous year [24][33] Business Line Data and Key Metrics Changes - Capital Access Platforms generated revenue of $546 million, up 8%, with ARR growth of 6% [25][31] - Financial Technology delivered revenue of $457 million, up 13%, with ARR growth of 12% [28][29] - Market Services achieved net revenue of $303 million, reflecting a 13% growth driven by elevated market volumes [32] Market Data and Key Metrics Changes - Nasdaq welcomed operating companies that raised $6 billion in proceeds during the quarter, with over $14 billion raised year-to-date [10] - The index franchise recorded $91 billion in net inflows over the last 12 months, including $17 billion in the third quarter [12][26] - Nasdaq-listed securities represented 53% of total industry volume, up from 49% a year ago, indicating strong market presence [18] Company Strategy and Development Direction - Nasdaq is focused on integrating technology and AI into its solutions, enhancing client engagement and operational efficiency [9][20] - The company aims to leverage its existing trading infrastructure to enable tokenized securities trading, reflecting a commitment to innovation in the digital asset space [20][40] - Nasdaq's strategic priorities include integrating, innovating, and accelerating growth across its diversified business segments [19][23] Management's Comments on Operating Environment and Future Outlook - The U.S. economy remains resilient, with mixed economic signals, but overall consumer spending has picked up [8] - Nasdaq anticipates a meaningful pickup in IPO activity in the coming quarters, supported by a robust IPO pipeline [10][11] - Management expressed confidence in achieving strategic objectives and delivering sustainable growth despite a dynamic operating environment [36] Other Important Information - Nasdaq's gross leverage ratio improved to 3.1 times, with a commitment to deleveraging and maintaining strong cash flow [34][36] - The company has surpassed its net expense efficiency target, achieving over $150 million in cost reductions [33] Q&A Session Summary Question: Digital assets and growth opportunities - Management highlighted Nasdaq's involvement in the digital assets ecosystem, emphasizing the relevance of financial technology solutions as institutional interest in digital assets grows [39][40] Question: Tokenization initiative details - The tokenization proposal aims to allow investors to settle shares in a tokenized form, with ongoing collaboration with DTCC to develop settlement paths [43][45] Question: Operating expenses and future spending - Management indicated that ongoing investments are embedded in the guidance for the year, with a consistent trajectory expected [52][53] Question: Financial crime management business performance - Management acknowledged variability in ARR growth due to implementation phases for new enterprise clients but expressed confidence in future growth [58][59] Question: Capital markets technology momentum - Strong demand for connectivity services and robust client engagement were noted as key drivers of growth in capital markets technology [64] Question: AI's impact on revenue and expenses - Management sees AI as an opportunity to drive efficiency and enhance client experiences, with a focus on product development and automation [66][70] Question: BioCatch partnership and Verafin's platform potential - Management views Verafin as a platform with the ability to integrate modern APIs, enhancing its capabilities in the anti-financial crime space [79]

Financial Data and Key Metrics Changes - Nasdaq reported net revenue of $1.3 billion, an 11% year-over-year increase, with operating income rising 16% to $732 million and diluted EPS growing by 19% [6][24][36] - Annualized recurring revenue (ARR) grew 9% to $3 billion, marking a significant milestone [6][25] - Operating expenses were $583 million, up 5% year-over-year, leading to an operating margin of 56% and EBITDA margin of 58%, both up 2 percentage points from the previous year [24][33] Business Line Data and Key Metrics Changes - Capital Access Platforms generated revenue of $546 million, up 8%, with ARR growth of 6% [25][31] - Financial Technology delivered revenue of $457 million, up 13%, with ARR growth of 12% [28][29] - Market Services achieved net revenue of $303 million, reflecting a 13% growth driven by elevated market volumes [32] Market Data and Key Metrics Changes - Nasdaq welcomed operating companies that raised $6 billion in proceeds during the quarter, with over $14 billion raised year-to-date [10] - The index franchise recorded $91 billion in net inflows over the last 12 months, with $17 billion in the third quarter [12][26] - Nasdaq-listed securities represented 53% of total industry volume, up from 49% a year ago, indicating strong market presence [18] Company Strategy and Development Direction - Nasdaq is focused on integrating technology and AI into its solutions, enhancing its competitive position and providing value to clients [9][20] - The company aims to leverage its existing trading infrastructure to enable tokenized securities trading, reflecting a commitment to innovation in the digital asset space [20][40] - Nasdaq's strategic priorities include Integrate, Innovate, and Accelerate, with a focus on cross-selling and enhancing client engagement [19][23] Management's Comments on Operating Environment and Future Outlook - The U.S. economy remains resilient, with mixed economic signals, but overall consumer spending has picked up [8] - Nasdaq anticipates a meaningful pickup in IPO activity in the coming quarters, supported by a robust IPO pipeline [10][11] - Management expressed confidence in achieving strategic objectives and delivering sustainable growth despite a dynamic operating environment [36] Other Important Information - Nasdaq's gross leverage ratio improved to 3.1x, with a commitment to deleveraging and maintaining strong cash flow [34][36] - The company completed the sale of Nasdaq Solovis, which was deemed not a strategic fit, allowing for a more focused portfolio [15] Q&A Session Summary Question: Digital assets and growth opportunities - Management highlighted Nasdaq's long-standing involvement in the digital assets ecosystem and the relevance of its financial technology solutions as institutional interest in digital assets grows [39][40] Question: Tokenization proposal details - The tokenization initiative aims to allow investors to settle orders in a tokenized form, with collaboration with DTCC for settlement paths [44][46] Question: Operating expenses and 2026 outlook - Management indicated a consistent trajectory in operating expenses, aligned with strong revenue growth and ongoing investments in technology [52][53] Question: Financial crime management business performance - Management acknowledged variability in ARR growth due to implementation phases for new enterprise clients but expressed confidence in future growth [58][60] Question: Capital markets technology momentum - Strong demand for connectivity services and data center growth were noted as key drivers for the Capital Markets Technology business [62][64] Question: AI's impact on revenue synergy targets - Management confirmed that AI solutions are expected to accelerate cross-sell efforts and enhance client workflows, supporting revenue synergy targets [75][76] Question: BioCatch partnership implications - The partnership with BioCatch is seen as a strategic move to enhance Verafin's platform capabilities and expand its market reach [79]

Financial Data and Key Metrics Changes - Nasdaq reported net revenue of $1.3 billion, an 11% year-over-year increase, with operating income rising 16% to $732 million and diluted EPS growing 19% to $0.88 [4][22][34] - Annualized recurring revenue (ARR) grew 9% to $3 billion, marking a significant milestone for the company [4][23] - Operating expenses were $583 million, up 5% year-over-year, leading to an operating margin of 56% and EBITDA margin of 58%, both up 2 percentage points from the previous year [22][32] Business Line Data and Key Metrics Changes - Capital Access Platforms generated revenue of $546 million, up 8%, with ARR growth of 6% [22][24] - Financial Technology revenue reached $457 million, up 13%, with ARR growth of 12% [22][26] - Market Services net revenue was $303 million, reflecting a 13% growth driven by elevated market volumes [30] Market Data and Key Metrics Changes - Nasdaq welcomed operating companies that raised $6 billion in proceeds during the quarter, with over $14 billion raised year-to-date [7] - The index franchise achieved record net inflows of $91 billion over the last 12 months, including $17 billion in the third quarter [9][24] - Nasdaq-listed securities represented 53% of total industry volume, up from 49% a year ago, indicating strong market presence [14] Company Strategy and Development Direction - Nasdaq is focused on integrating technology and data to enhance client services, particularly through AI-enabled solutions [5][6] - The company aims to deepen its competitive advantage by driving innovation across the financial industry [5][6] - Nasdaq's strategic priorities include integrating, innovating, and accelerating growth, with a focus on cross-selling and expanding its technology platform [15][20] Management's Comments on Operating Environment and Future Outlook - The U.S. economy remains resilient, with mixed economic signals, but overall consumer spending has picked up [5] - Nasdaq anticipates a meaningful pickup in IPO activity in the coming quarters, supported by a robust IPO pipeline [7][8] - Management expressed confidence in achieving strategic objectives and delivering sustainable growth despite a dynamic operating environment [34] Other Important Information - Nasdaq completed the sale of Nasdaq Solovis to Insight Partners, which was deemed not a strategic fit within its portfolio [11] - The company has surpassed its net expense efficiency target, achieving over $150 million in cost reductions [32] - Nasdaq's senior unsecured debt rating was upgraded from BBB to BBB+ by S&P, reflecting progress in deleveraging [15] Q&A Session Summary Question: Digital assets and growth opportunities - Management highlighted Nasdaq's long-standing involvement in the digital assets ecosystem and the relevance of its financial technology solutions as institutional interest in digital assets grows [36] Question: Tokenization proposal details - The tokenization initiative involves allowing investors to flag orders for tokenized securities, with two settlement paths being developed in collaboration with DTCC [39][40] Question: 2026 outlook and operating expenses - Management indicated a consistent trajectory in revenue growth, with ongoing investments embedded in the guidance for the full year [48][49] Question: Financial crime management business performance - The anti-financial crime business is experiencing variability in ARR growth due to the implementation of solutions for new enterprise clients [51][53] Question: Capital markets technology momentum - Strong demand for connectivity services and robust client engagement are driving growth in the Capital Markets Technology segment [55][59] Question: AI's impact on revenue and expenses - Management views AI as an opportunity to drive efficiency and enhance client experiences, with significant potential for revenue growth [60][62]

Financial Data and Key Metrics Changes - Nasdaq reported net revenue of $1.3 billion, an 11% year-over-year increase, with solutions revenue exceeding $1 billion for the first time, reflecting a 10% growth [6][31] - Annualized recurring revenue (ARR) grew 9% to $3 billion, with operating income increasing by 16% to $732 million and diluted EPS growing by 19% [7][32] - Operating expenses were $583 million, up 5% year-over-year, leading to an operating margin of 56% and EBITDA margin of 58%, both up two percentage points from the prior year [32][42] Business Line Data and Key Metrics Changes - Capital Access Platforms generated 8% revenue growth and 6% ARR growth, with Data and Listings revenue up 6% and Index revenue up 13% [10][33] - Financial Technology delivered 13% revenue growth and 12% ARR growth, with Financial Crime Management Technology revenue growing 22% and Regulatory Technology revenue up 9% [17][36] - Market Services achieved 13% net revenue growth, driven by elevated volumes in U.S. Options and U.S. Equities [21][40] Market Data and Key Metrics Changes - Nasdaq's listed securities represented 53% of total industry volume, up from 49% a year ago, indicating strong market position [24] - The U.S. economy remains resilient, with solid consumer spending and corporate investment in technology and AI contributing to growth [8][9] - European growth remains subdued, but expectations for recovery and renewed investments are improving the outlook [9] Company Strategy and Development Direction - Nasdaq is focused on integrating, innovating, and accelerating its technology platform, with a strong emphasis on AI and digital assets [25][29] - The company aims to enhance its competitive position through AI-enabled solutions and partnerships, particularly in financial crime management and regulatory technology [27][90] - Nasdaq's strategy includes expanding its digital asset offerings and exploring tokenization of securities to enhance market efficiency [50][56] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in Nasdaq's ability to deliver sustainable growth and long-term shareholder value, despite mixed economic signals [8][30] - The company anticipates a meaningful pickup in IPO activity, supported by a robust IPO pipeline and favorable market conditions [12][30] - Management highlighted the importance of understanding the regulatory landscape for digital assets and the potential for growth in this area [52] Other Important Information - Nasdaq completed the sale of Nasdaq Solovus to Insight Partners, indicating a strategic focus on core business areas [17] - The company achieved a gross leverage ratio of 3.1 times at quarter end, with an upgrade in its senior unsecured debt rating from BBB to BBB+ [24][44] - Nasdaq generated free cash flow of $516 million in the third quarter, supporting dividends, deleveraging, and share repurchases [43][44] Q&A Session Summary Question: Digital assets and growth opportunities - Management discussed Nasdaq's involvement in the digital assets ecosystem and the relevance of its FinTech solutions as institutional interest in digital assets grows [48][50] Question: Tokenization proposal details - Management provided a high-level overview of the tokenization filing, explaining how investors could flag orders for tokenized settlements [54][56] Question: 2026 outlook and OpEx growth - Management indicated that ongoing investments are embedded in the guidance for the year, with a consistent trajectory expected [62][68] Question: Financial Crime Management Technology performance - Management noted robust sales in the SMB space and highlighted the potential for growth through partnerships and new AI capabilities [70][72] Question: Capital Markets Technology momentum - Management reported strong demand for connectivity services and data center growth, indicating a healthy environment for the business [78][80] Question: AI's impact on revenue synergy targets - Management confirmed that AI solutions are expected to accelerate revenue synergy targets, with a strong pipeline of cross-sell opportunities [92][94]

Adena Friedman, Nasdaq CEO and chair, joins 'Squawk Box' to discuss the company's quarterly earnings results, what's driving the boost in trading volumes, her thoughts on prediction markets, IPO pipeline, and more. ...

Core Insights - NASDAQ reported a 19% increase in earnings to 88 cents per share, exceeding estimates, with revenue reaching $1.3 billion, slightly above expectations [1] - The company experienced robust trading volumes due to market volatility driven by macroeconomic and trade policy uncertainties [1] Financial Performance - NASDAQ achieved 11% revenue growth for the quarter and reached $3 billion in annualized recurring revenue, marking a consistent 9% growth over three consecutive quarters [3] - The trading business, index business, and fintech division each saw a 13% growth, indicating broad-based growth across various sectors [4] Market Activity - The options market experienced six of the top ten trading days ever in Q3, with an average of 20 billion shares traded daily in October [6][7] - Retail investment in equities has increased significantly over the past five years, contributing to a sustainable trend in market activity [7] Technological Impact - The introduction of AI technology has positively influenced the NASDAQ 100, with earnings growing by 32% and index values increasing by 47% since the beginning of 2024 [8] Options Market Dynamics - The options market has seen a mix of retail and institutional interest, with a notable increase in retail participation over the last five years [11] - The macroeconomic environment has led to mixed data, prompting investors to utilize options as a way to express their views on market changes [12] Regulatory Considerations - The company emphasizes the importance of operating within regulated markets to ensure investor protection and proper market functioning [17][18] - There is potential for the company to explore opportunities in prediction markets, particularly those related to financial assets, while maintaining a focus on regulation [15][21]

Financial Highlights - Nasdaq's net revenue reached $1315 million, a 15% year-over-year increase, or 11% on an adjusted basis[17] - Solutions revenue surpassed $1 billion, marking a 15% year-over-year increase, or 10% on an adjusted basis, reaching $1003 million[16, 17] - Non-GAAP operating income increased by 15% year-over-year to $732 million, with a non-GAAP operating margin of 56%, up 2 percentage points[17] - Non-GAAP diluted EPS grew by 19% year-over-year to $088[17] - Annual Recurring Revenue (ARR) increased by 10% year-over-year to $3007 million, with annualized SaaS revenues growing by 12% to $1132 million[17] Segment Performance - Capital Access Platforms revenue totaled $546 million, reflecting an 8% adjusted year-over-year increase, driven by Data and Listing Services ($204 million, +6%), Index ($206 million, +13%), and Workflow and Insights ($136 million, +5%)[58] - Financial Technology revenue reached $457 million, a 13% adjusted year-over-year increase, with Financial Crime Management Technology growing by 22% to $84 million, Regulatory Technology by 9% to $109 million, and Capital Markets Technology by 12% to $264 million[67] - Market Services net revenue increased by 13% year-over-year to $303 million, driven by U S equity derivatives ($124 million, +16%) and U S cash equities ($99 million, +21%)[75] Key Metrics and Achievements - Index Exchange Traded Products (ETP) Assets Under Management (AUM) increased by $229 billion year-over-year to $829 billion[21] - Net inflows into Index ETP AUM reached a record $91 billion over the trailing twelve months, including $17 billion in 3Q25[13] - Nasdaq maintained the number one market share in multi-listed U S options at 28%[28]

[Third Quarter 2025 Financial and Operational Review](index=1&type=section&id=Third%20Quarter%202025%20Financial%20and%20Operational%20Review) [Summary of Key Financial Metrics](index=1&type=section&id=Summary%20of%20Key%20Financial%20Metrics) Nasdaq reported strong financial results for Q3 2025, with Solutions quarterly revenue exceeding **$1 billion** and Annual Recurring Revenue (ARR) reaching **$3 billion** for the first time. Net revenue increased **15%** year-over-year, driven by growth across all segments | (US$ millions, except per share) | 3Q25 | YoY change % | Adjusted2 YoY change % | Organic2 YoY change % | | :------------------------------ | :--- | :----------- | :--------------------- | :-------------------- | | Solutions revenue | $1,003 | 15% | 10% | 10% | | Market Services net revenue | $303 | 14% | 13% | 13% | | Net revenue | $1,315 | 15% | 11% | 11% | | GAAP operating income | $586 | 31% | | | | Non-GAAP operating income | $732 | 15% | 16% | 16% | | ARR | $3,007 | 10% | 9% | 9% | | GAAP diluted EPS | $0.73 | 38% | | | | Non-GAAP diluted EPS | $0.88 | 19% | | 19% | - Solutions revenue surpassed **$1 billion** and Annual Recurring Revenues (ARR) reached **$3 billion** for the first time, reflecting a successful transformation into a leading technology platform[3](index=3&type=chunk) - Annualized SaaS revenue increased **12%** and represented **38%** of total ARR[3](index=3&type=chunk) - The company returned **$155 million** to shareholders through dividends and repurchased **$115 million** of common stock in Q3 2025[3](index=3&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) CEO Adena Friedman highlighted the achievement of significant milestones in Solutions revenue and ARR, attributing it to Nasdaq's successful transformation into a technology platform. CFO Sarah Youngwood emphasized excellent Q3 performance with revenue growth across all three divisions, driving robust earnings and strong operating cash flow - CEO Adena Friedman stated that surpassing **$1 billion** in Solutions quarterly revenue and **$3 billion** in ARR reflects Nasdaq's successful transformation into a leading technology platform[3](index=3&type=chunk) - CFO Sarah Youngwood noted that revenue growth across all three divisions drove robust earnings growth and generated over **$2 billion** in operating cash flow over the previous four quarters[4](index=4&type=chunk) - Nasdaq achieved its gross leverage milestone ahead of schedule and remains focused on organic investments for long-term revenue growth and shareholder value[5](index=5&type=chunk) [2025 Guidance Update](index=2&type=section&id=2025%20Expense%20and%20Tax%20Guidance%20Update) Nasdaq updated its non-GAAP operating expense and tax rate guidance for 2025, narrowing the expense range and lowering the tax rate due to discrete items - Updated 2025 non-GAAP operating expense guidance to a range of **$2,305 million** to **$2,335 million** (previously **$2,295 million** to **$2,335 million**)[6](index=6&type=chunk) - Updated 2025 non-GAAP tax rate guidance to **22.5%** to **23.5%** (lowered due to certain discrete items in Q3)[6](index=6&type=chunk) [Strategic and Business Updates](index=3&type=section&id=Strategic%20and%20Business%20Updates) [Segment Performance Highlights](index=3&type=section&id=Segment%20Performance%20Highlights) Nasdaq's segments demonstrated strong performance, with Financial Technology showing robust organic growth and client engagement, Index reaching record AUM and inflows, Listings extending market leadership, and Market Services achieving record derivatives revenue [Financial Technology](index=3&type=section&id=Financial%20Technology) Financial Technology delivered strong organic revenue and ARR growth, driven by high client demand and successful cross-selling. Nasdaq Verafin significantly expanded its client base, including a Tier 1 bank, and Regulatory Technology continued its momentum with new market signings - Delivered **13%** organic revenue and **12%** organic ARR growth, with **65** new clients, **97** upsells, and **4** cross-sells[8](index=8&type=chunk) - Nasdaq Verafin added **55** new small-and-medium bank clients and signed an enterprise Tier 1 bank, achieving **6** new enterprise client signings in the first three quarters of 2025, triple the number in full-year 2024[8](index=8&type=chunk) - Regulatory Technology secured multiple new Surveillance signings, including the CFTC for digital assets, and an enterprise cloud deployment with a global Tier 1 bank for AxiomSL[8](index=8&type=chunk) - Capital Markets Technology achieved **12%** revenue growth, driven by Trade Management Services and Calypso upfront revenue, with **4** new Calypso clients and **39** upsells[8](index=8&type=chunk) [Index](index=3&type=section&id=Index) The Index segment saw record ETP assets under management (AUM) and net inflows, with significant growth in new product launches - Index ETP AUM reached a record **$829 billion** at quarter-end, with **$17 billion** in net inflows in Q3 and a record **$91 billion** over the last twelve months[8](index=8&type=chunk) - Nasdaq launched **30** new Index products in Q3, including **18** international products and **13** in the institutional insurance annuity space[8](index=8&type=chunk) [Listings](index=3&type=section&id=Listings) Nasdaq maintained its listing leadership, welcoming the largest European IPO since 2022 and facilitating significant capital raises in the U.S. market - Nasdaq extended its listing leadership, welcoming the Verisure IPO to the Stockholm market in October, the largest European IPO since 2022[8](index=8&type=chunk) - The U.S. listings franchise welcomed operating companies that raised **$6 billion** in proceeds in Q3, with over **$14 billion** raised year-to-date[8](index=8&type=chunk) [Market Services](index=3&type=section&id=Market%20Services) Market Services delivered record U.S. derivatives revenue and strong performance in U.S. cash equities, with record volumes in options and Nasdaq Index options - Market Services generated record revenues and volumes in U.S. derivatives, with industry-wide options contract volumes seeing **6** of the **10** highest days in history during Q3[8](index=8&type=chunk) - Nasdaq Index options volumes also hit record levels in Q3, and Nasdaq's Closing Cross set a new daily notional value record in September[8](index=8&type=chunk) [Execution of Strategic Priorities](index=3&type=section&id=Execution%20of%20Strategic%20Priorities) Nasdaq continues to advance its 2025 strategic priorities—Integrate, Innovate, Accelerate—by exceeding efficiency targets, introducing advanced AI solutions, and driving cross-sell wins through its 'One Nasdaq' strategy [Integrate](index=4&type=section&id=Integrate) Nasdaq surpassed its expanded efficiency program net expense target, achieving over $150 million in cost reductions, and received a debt rating upgrade from S&P - Surpassed expanded efficiency program net expense target with over **$150 million** in cost reductions actioned[10](index=10&type=chunk) - S&P upgraded Nasdaq's senior unsecured debt rating from **BBB** to **BBB+** on August 12, returning to pre-Adenza acquisition levels[10](index=10&type=chunk) [Innovate](index=4&type=section&id=Innovate) Nasdaq is innovating by facilitating tokenized securities trading, launching AI-powered tools like the Digital Sanctions Analyst, and forming strategic partnerships to enhance its anti-financial crime platform - Submitted a filing to the SEC to facilitate trading of tokenized securities on its markets[10](index=10&type=chunk) - Nasdaq Verafin launched its first Agentic AI Workforce digital worker, the Digital Sanctions Analyst, to address compliance workflow pain points[10](index=10&type=chunk) - Formed a strategic partnership with BioCatch to integrate behavioral and device intelligence alerts into Nasdaq Verafin's anti-financial crime platform[10](index=10&type=chunk) - Over **800** clients have opted-in to use AI tools within Nasdaq BoardVantage, demonstrating product innovation value[10](index=10&type=chunk) [Accelerate](index=4&type=section&id=Accelerate) Nasdaq's 'One Nasdaq' strategy continues to drive cross-sell wins, contributing significantly to the Financial Technology sales pipeline and remaining on track to exceed $100 million in run-rate revenue from cross-sells by the end of 2027 - Delivered **4** cross-sell wins across Financial Technology in Q3, totaling **30** cross-sells since the Adenza acquisition[10](index=10&type=chunk) - Cross-sells continue to account for over **15%** of Financial Technology's sales pipeline[10](index=10&type=chunk) - On track to surpass **$100 million** in run-rate revenue from cross-sells by the end of 2027[10](index=10&type=chunk) [Corporate Information and Disclosures](index=6&type=section&id=Corporate%20Information%20and%20Disclosures) [About Nasdaq](index=6&type=section&id=About%20Nasdaq) Nasdaq is a global technology company providing platforms and services to capital markets participants, aiming to enhance liquidity, transparency, and integrity in the global economy - Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators[13](index=13&type=chunk) - The company aims to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy[13](index=13&type=chunk) - Offerings include data, analytics, software, exchange capabilities, and client-centric services[13](index=13&type=chunk) [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Information) Nasdaq uses non-GAAP financial measures to provide greater transparency into its financial condition and operating results, believing they offer a clearer view of ongoing performance by excluding certain charges and gains. The report also details adjustments for foreign exchange impacts and restructuring programs - Non-GAAP measures are used internally and for investor transparency to evaluate performance and make financial/operational decisions, as they highlight trends not apparent in U.S. GAAP alone[14](index=14&type=chunk)[16](index=16&type=chunk) - Non-GAAP measures are not a substitute for U.S. GAAP and may not be comparable to similarly titled measures from other companies[15](index=15&type=chunk) - Operating results excluding foreign currency fluctuations are calculated by translating current period results using prior period exchange rates to improve comparability[17](index=17&type=chunk) - Restructuring programs, including the efficiency program and divisional realignment, aim to optimize efficiencies and are excluded from non-GAAP measures as they are not reflective of ongoing operating performance[19](index=19&type=chunk) [Forward-Looking Statements and Website Disclosure](index=7&type=section&id=Forward-Looking%20Statements%20and%20Website%20Disclosure) The report includes cautionary notes regarding forward-looking statements, highlighting inherent risks and uncertainties that could cause actual results to differ materially. Nasdaq also discloses its intent to use its investor relations website for material non-public information - Forward-looking statements involve risks and uncertainties, and actual results could differ materially from projections[20](index=20&type=chunk) - Nasdaq intends to use its investor relations website (https://ir.nasdaq.com/) for disclosing material non-public information and complying with SEC Regulation FD[21](index=21&type=chunk) [Consolidated Financial Statements](index=9&type=section&id=Consolidated%20Financial%20Statements) [Condensed Consolidated Statements of Income](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This section presents Nasdaq's unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2025, and 2024, detailing revenues, operating expenses, and net income | (in millions, except per share amounts) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | **Revenues:** | | | | | | Capital Access Platforms | $546 | $501 | $1,588 | $1,460 | | Financial Technology | 457 | 371 | 1,352 | 1,183 | | Market Services | 946 | 1,022 | 3,171 | 2,700 | | Other Revenues | 9 | 8 | 27 | 27 | | **Total revenues** | **1,958** | **1,902** | **6,138** | **5,370** | | Revenues less transaction-based expenses | 1,315 | 1,146 | 3,857 | 3,422 | | **Operating income** | **586** | **448** | **1,702** | **1,281** | | **Net income attributable to Nasdaq** | **$423** | **$306** | **$1,270** | **$762** | | Diluted earnings per share | $0.73 | $0.53 | $2.19 | $1.32 | | Cash dividends declared per common share | $0.27 | $0.24 | $0.78 | $0.70 | [Revenue Detail by Segment](index=10&type=section&id=Revenue%20Detail) This section provides a detailed breakdown of Nasdaq's revenues by segment and sub-segment for the three and nine months ended September 30, 2025, and 2024 | (in millions) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | **CAPITAL ACCESS PLATFORMS** | | | | | | Data and Listing Services revenues | $204 | $190 | $594 | $562 | | Index revenues | 206 | 182 | 595 | 517 | | Workflow and Insights revenues | 136 | 129 | 399 | 381 | | **Total Capital Access Platforms revenues** | **546** | **501** | **1,588** | **1,460** | | **FINANCIAL TECHNOLOGY** | | | | | | Financial Crime Management Technology revenues | 84 | 69 | 241 | 200 | | Regulatory Technology revenues | 109 | 68 | 315 | 253 | | Capital Markets Technology revenues | 264 | 234 | 796 | 730 | | **Total Financial Technology revenues** | **457** | **371** | **1,352** | **1,183** | | **MARKET SERVICES** | | | | | | Market Services revenues | 946 | 1,022 | 3,171 | 2,700 | | Total Market Services revenues, net | 303 | 266 | 890 | 752 | | **OTHER REVENUES** | **9** | **8** | **27** | **27** | | **REVENUES LESS TRANSACTION-BASED EXPENSES** | **$1,315** | **$1,146** | **$3,857** | **$3,422** | [Condensed Consolidated Balance Sheets](index=11&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents Nasdaq's unaudited condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity | (in millions) | September 30, 2025 (unaudited) | December 31, 2024 | | :-------------------------------- | :----------------------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $470 | $592 | | Total current assets | 7,597 | 7,786 | | Goodwill | 14,336 | 13,957 | | Total assets | **$30,654** | **$30,395** | | **Liabilities** | | | | Total current liabilities | 7,705 | 7,902 | | Long-term debt | 8,667 | 9,081 | | Total liabilities | **18,624** | **19,195** | | **Equity** | | | | Total Nasdaq stockholders' equity | 12,023 | 11,191 | | Total equity | **12,030** | **11,200** | | **Total liabilities and equity** | **$30,654** | **$30,395** | [Non-GAAP Reconciliations](index=12&type=section&id=Non-GAAP%20Reconciliations) [Net Income and Diluted EPS Reconciliation](index=12&type=section&id=Reconciliation%20of%20U.S.%20GAAP%20to%20Non-GAAP%20Net%20Income%20Attributable%20to%20Nasdaq%20and%20Diluted%20Earnings%20Per%20Share) This section provides a reconciliation of U.S. GAAP net income and diluted earnings per share to their non-GAAP counterparts, detailing the adjustments made for various items such as amortization, merger expenses, and restructuring charges | (in millions, except per share amounts) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | U.S. GAAP net income attributable to Nasdaq | $423 | $306 | $1,270 | $762 | | Total non-GAAP adjustments, net of tax | 88 | 123 | 190 | 432 | | Non-GAAP net income attributable to Nasdaq | $511 | $429 | $1,460 | $1,194 | | U.S. GAAP diluted earnings per share | $0.73 | $0.53 | $2.19 | $1.32 | | Total adjustments from non-GAAP net income above | 0.15 | 0.21 | 0.33 | 0.74 | | Non-GAAP diluted earnings per share | $0.88 | $0.74 | $2.52 | $2.06 | [Revenues Less Transaction-Based Expenses Reconciliation](index=13&type=section&id=Reconciliation%20of%20U.S.%20GAAP%20to%20Non-GAAP%20Revenues%20Less%20Transaction-Based%20Expenses) This section reconciles U.S. GAAP revenues less transaction-based expenses to non-GAAP figures, primarily adjusting for the Adenza purchase accounting change related to AxiomSL on-premises contracts | (in millions) | Three Months Ended Sep 30, 2024 (U.S. GAAP) | Non-GAAP Revenues Less Transaction Based Expenses | Nine Months Ended Sep 30, 2024 (U.S. GAAP) | Non-GAAP Revenues Less Transaction Based Expenses | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------------ | :----------------------------------------- | :------------------------------------------------ | | CAPITAL ACCESS PLATFORMS | $501 | $501 | $1,460 | $1,460 | | FINANCIAL TECHNOLOGY | | | | | | Financial Crime Management Technology revenues | 69 | 69 | 200 | 200 | | Regulatory Technology revenues | 68 | 102 | 253 | 287 | | Capital Markets Technology revenues | 234 | 234 | 730 | 730 | | Total Financial Technology revenues | 371 | 405 | 1,183 | 1,217 | | SOLUTIONS REVENUES | 872 | 906 | 2,643 | 2,677 | | MARKET SERVICES REVENUES, NET | 266 | 266 | 752 | 752 | | OTHER REVENUES | 8 | 8 | 27 | 27 | | REVENUES LESS TRANSACTION-BASED EXPENSES | **$1,146** | **$1,180** | **$3,422** | **$3,456** | [Operating Income and Operating Margin Reconciliation](index=14&type=section&id=Reconciliation%20of%20U.S.%20GAAP%20to%20Non-GAAP%20Operating%20Income%20and%20Operating%20Margin) This section reconciles U.S. GAAP operating income and operating margin to their non-GAAP equivalents, adjusting for items such as amortization, merger expenses, and restructuring charges to provide a clearer view of operational performance | (in millions) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | U.S. GAAP operating income | $586 | $448 | $1,702 | $1,281 | | Total non-GAAP adjustments | 146 | 189 | 433 | 569 | | Non-GAAP operating income | $732 | $637 | $2,135 | $1,850 | | Revenues less transaction-based expenses | $1,315 | $1,146 | $3,857 | $3,422 | | U.S. GAAP operating margin | 45% | 39% | 44% | 37% | | Non-GAAP operating margin | 56% | 54% | 55% | 54% | [Operating Expenses Reconciliation](index=15&type=section&id=Reconciliation%20of%20U.S.%20GAAP%20to%20Non-GAAP%20Operating%20Expenses) This section reconciles U.S. GAAP operating expenses to non-GAAP operating expenses, adjusting for items like amortization of acquired intangibles, merger and strategic initiatives, and restructuring charges | (in millions) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | U.S. GAAP operating expenses | $729 | $698 | $2,155 | $2,141 | | Total non-GAAP adjustments | (146) | (155) | (433) | (535) | | Non-GAAP operating expenses | $583 | $543 | $1,722 | $1,606 | [Organic Impacts Reconciliation](index=16&type=section&id=Reconciliation%20of%20Organic%20Impacts%20for%20Non-GAAP%20Revenues%20less%20transaction-based%20expenses%2C%20Non-GAAP%20Operating%20Expenses%2C%20Non-GAAP%20Operating%20Income%2C%20and%20Non-GAAP%20Diluted%20Earnings%20Per%20Share) This section provides a reconciliation of organic impacts on non-GAAP revenues less transaction-based expenses, operating expenses, operating income, and diluted EPS, isolating the effects of foreign currency, divestitures, and accounting changes | (in millions, except per share amounts) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 (Non-GAAP) | Total Variance $ | Total Variance % | Other Impacts(1) $ | Other Impacts(1) % | Adjusted/Organic Impact $ | Adjusted/Organic Impact % | | :------------------------------------ | :------------------------------ | :----------------------------------------- | :--------------- | :--------------- | :----------------- | :----------------- | :------------------------ | :------------------------ | | Solutions revenues | $1,003 | $906 | $97 | 11% | $2 | 0% | $95 | 10% | | Market Services, net revenues | 303 | 266 | 37 | 14% | 4 | 1% | 33 | 13% | | Revenues less transaction-based expenses | $1,315 | $1,180 | $135 | 11% | $7 | 1% | $128 | 11% | | Non-GAAP Operating Expenses | $583 | $543 | $40 | 7% | $10 | 2% | $30 | 5% | | Non-GAAP Operating Income | $732 | $637 | $95 | 15% | $(3) | (1)% | $98 | 16% | | Non-GAAP diluted earnings per share | $0.88 | $0.74 | $0.14 | 19% | $0 | 0% | $0.14 | 19% | [Key Business Drivers Detail](index=17&type=section&id=Key%20Business%20Drivers%20Detail) [Capital Access Platforms Key Drivers](index=17&type=section&id=Capital%20Access%20Platforms%20Key%20Drivers) This section details key performance indicators for the Capital Access Platforms segment, including Annualized Recurring Revenues (ARR), IPOs, new listings, number of listed companies, and Index ETP metrics | (in millions, except as noted) | Sep 30, 2025 | Sep 30, 2024 | | :----------------------------- | :----------- | :----------- | | Annualized recurring revenues | $1,345 | $1,254 | | Initial public offerings (Nasdaq Stock Market) | 76 | 48 | | Total new listings (Nasdaq Stock Market) | 205 | 138 | | Number of listed companies (Nasdaq Stock Market) | 4,359 | 4,039 | | Period end ETP AUM tracking Nasdaq indexes (in billions) | $829 | $600 | | TTM net inflows ETP AUM tracking Nasdaq indexes (in billions) | $91 | $62 | [Financial Technology Key Drivers](index=17&type=section&id=Financial%20Technology%20Key%20Drivers) This section provides a breakdown of Annualized Recurring Revenues (ARR) for the Financial Technology segment by its sub-segments: Financial Crime Management Technology, Regulatory Technology, and Capital Markets Technology | (in millions) | Sep 30, 2025 | Sep 30, 2024 | | :-------------------------------- | :----------- | :----------- | | **Annualized recurring revenues** | | | | Financial Crime Management Technology | $316 | $268 | | Regulatory Technology | 389 | 350 | | Capital Markets Technology | 957 | 864 | | **Total Financial Technology** | **$1,662** | **$1,482** | [Market Services Key Drivers](index=18&type=section&id=Market%20Services%20Key%20Drivers) This section details key drivers for the Market Services segment, including U.S. equity options and cash equity trading volumes and market shares, as well as Nasdaq Nordic and Baltic options, futures, and securities trading data | (in millions, except as noted) | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | | :----------------------------- | :------------------------------ | :------------------------------ | | **Equity Derivative Trading and Clearing** | | | | U.S. equity options industry average daily volume | 55.8 | 44.5 | | Total matched market share executed on Nasdaq's exchanges | 28.5% | 30.2% | | Nasdaq Nordic and Nasdaq Baltic options and futures total average daily volume | 184,267 | 213,911 | | **Cash Equity Trading** | | | | Total U.S.-listed securities industry average daily share volume (in billions) | 17.6 | 11.5 | | Total matched market share executed on Nasdaq's exchanges | 14.1% | 16.1% | | Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 47.6% | 44.7% | | Total market share | 61.7% | 60.8% | | Nasdaq Nordic and Nasdaq Baltic securities total average daily value of shares traded (in billions) | $4.5 | $4.1 |

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