NDAQ 10-K diff: FY 2024-12-31 → FY 2025-12-31
Paragraph-level diff of Risk Factors (Item 1A) and Management's Discussion & Analysis (Item 7).
Item 1A · Risk Factors
+1518 paragraphs −206 paragraphs ~206 changed
FY 2024-12-31 (earlier)
Item 1A. Risk FactorsThe risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the following risks actually occur, our business, financial condition, or operating results could be adversely affected.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition.
Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory shifts, pandemics and other factors that are generally beyond our control. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. Adverse market conditions could reduce customer demand for our services and the ability of our customers, lenders and other counterparties to meet their obligations to us. Poor economic conditions may result in a reduction in the demand for our products and services, including data, indices and corporate solutions, or could result in a decline in the number of IPOs, reduced trading volumes or values and deterioration of the economic welfare of our listed companies, which could cause an increase in delistings. The demand for our Regulatory Technology, Capital Markets Technology and Financial Crime Management Technology offerings are primarily influenced by regulatory changes and the financial strength and growth plans of our clients at any given time, and such demand may be adversely affected by economic, political and geopolitical market conditions.
Trading volumes and values are driven primarily by general market conditions and declines in trading volumes or values may affect our market share and impact our pricing. In addition, our Market Services businesses receive revenues from a relatively small number of customers concentrated in the financial industry, so any event that impacts one or more customers or the financial industry in general could impact our revenues.
The number of listings on our markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies. Adverse conditions may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings. While the number of IPOs on our exchanges increased in 2024 as compared to 2023, there is no assurance that demand for IPOs will continue at the same or higher rate.
Our Capital Access Platforms segment may be significantly affected by global economic conditions. Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of customers. In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq indices as well as trading in futures linked to Nasdaq indices.
There may be less demand for our analytics, corporate solutions, market technology and risk and regulatory products and services if global economic conditions weaken. Our customers historically reduce purchases of new services and technology when growth rates decline, thereby diminishing our opportunities to sell new products and services or upgrade existing products and services.
Additionally, during a global economic downturn, or periods of economic, political or regulatory uncertainty, our sales cycle may become longer or more unpredictable due to customer budget constraints or unplanned administrative delays to approve purchases.
A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for our products and services due to economic conditions or other market factors could adversely affect our business, financial condition and operating results.The industries we operate in are highly competitive.We face significant competition in our Capital Access Platforms, Financial Technology and Market Services segments from other market participants. We face intense competition from other exchanges and markets for market share of trading activity and listings. This competition includes both product and price competition.
The liberalization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense. Marketplaces in both U.S. and Europe have also merged to achieve greater economies of scale and scope.
Regulatory changes also have facilitated the entry of new participants in the European Union that compete with our European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense competition. In addition, a high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions and our revenue may therefore become concentrated in a smaller number of customers.
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We also compete globally with other regulated exchanges and markets, ATSs, MTFs and other traditional and non-traditional execution venues. Some of these competitors also are our customers. Competitors may develop market trading platforms that are more competitive than ours. Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours.
We face intense price competition in all areas of our business. In particular, the trading industry is characterized by price competition. We have in the past lowered prices, and in the U.S., increased rebates for trade executions to attempt to gain or maintain market share. These strategies have not always been successful and have at times hurt operating performance. Additionally, we have also been, and may once again be, required to adjust pricing to respond to actions by competitors and new entrants, or due to new SEC regulations, which could adversely impact operating results. We also compete with respect to the pricing of data products and with respect to products for pre-trade book data and for post-trade last sale data.
If we are unable to compete successfully in the industries in which we do business, our business, financial condition and operating results will be adversely affected.
System limitations or failures could harm our business.
Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. If new systems fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. We could experience a systems failure due to human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events. These consequences could result in service outages, lower trading volumes or values, financial losses, decreased customer satisfaction, litigation and regulatory sanctions. Our markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays.
Although we currently maintain and expect to maintain multiple computer facilities, and leverage third party cloud providers, that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate. If trading volumes increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and
infrastructure to accommodate any increases in a timely manner.
While we have programs in place to identify and minimize our exposure to vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future. Any system issue that causes an interruption in services, decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.
We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.
We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products. If these products and initiatives are not successful or their launches are delayed, we may not be able to offset their costs, which could have an adverse effect on our business, financial condition and operating results.
In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and AI for certain of our offerings. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments. If we fail to generate adequate revenue from planned system platforms or the adoption of new technologies, or if we fail to do so within the envisioned timeframe, it could have an adverse effect on our results of operations and financial condition. In addition, clients may delay purchases in anticipation of new products or enhancements. We may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated. In addition, the introduction of new products by competitors, the emergence of new industry standards or the development of entirely new technologies to replace existing product offerings could render our existing or future products obsolete.
A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues.
Trading and clearing volumes and values are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence. Over the past several years, trading and clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our control. Because a significant18percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes. Declines in trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition.
If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected.
Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. Declines in market share also could result in issuers viewing the value of a listing on our exchanges as less attractive, thereby adversely affecting our listing business. Finally, declines in market share of Nasdaq-listed securities, or recently adopted SEC rules and regulations, could lower The Nasdaq Stock Market’s share of tape pool revenues under the consolidated data plans, thereby reducing the revenues of our U.S. Tape plans business.
Our role in the global marketplace positions us at greater risk for a cyberattack.
Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk of human error or malicious activity and criminal organizations may seek to profit by gaining control of company systems or accounts or from stolen data via ransomware or other means, such as social engineering, including deepfake scams, compromised business email or other methods. Our hybrid work model and our global footprint elevate cybersecurity and operational risks, particularly in geographies with adversary nation-states and/or unreliable law enforcement. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.
While we continue to employ and invest resources to monitor our systems and protect our infrastructure, these measures may prove insufficient due to the continuously evolving nature of threat activity. Any system issue, whether as a result of an intentional breach, collateral damage from a cybersecurity incident involving our supply chain vendors, a negligent or malicious act by an insider, or the use of AI by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or
compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time.
Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.
As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information, cybersecurity, data privacy, resiliency and data usage becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security vulnerabilities. Compliance with laws and regulations concerning cybersecurity, data privacy, resiliency and data usage could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results. Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations.
The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.
The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms and, where relevant,19our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.
Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results.
We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations. As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results. Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results.
Failure to attract and retain key personnel may adversely affect our ability to conduct our business.
Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all.
Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds.
We are subject to risks relating to our operation of a clearinghouse, including counterparty and liquidity risks, risk of defaults by clearing members and risks associated with adequacy of the customer margin and of default funds. Our clearinghouse operations expose us to counterparties with differing risk profiles. We may be adversely impacted by the financial distress or failure of a clearing member, which may cause us negative financial impact, reputational harm or regulatory consequences, including litigation or regulatory enforcement actions.
We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.
We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.
We clear a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. We assume the counterparty risk for all transactions that are cleared through Nasdaq Clearing on our markets and guarantee that our cleared contracts will be honored. We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against20experiencing financial losses from defaults by our counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources also may not be sufficient.
We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.
Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.
Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.
Nasdaq, as technology provider to the UTP Operating Committee, has implemented measures to enhance the resiliency of the existing processor system. Nasdaq transferred the processor technology platform to our INET platform and this migration further enhanced the resiliency of the processor systems. However, if future outages occur or the processor systems fail to function properly while we are operating the systems, it could have an adverse effect on our business, reputation and financial condition.
Stagnation or decline in the listings market could have an adverse effect on our revenues.
The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues. Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products.
RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS
We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.
We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:
• difficulties, costs or complications in combining the companies’ operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms;• incompatibility of systems and operating methods;
• reliance on, or provision of, transition services;• inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity;
• difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting;
• resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;
• the diversion of management’s attention from ongoing business concerns and other strategic opportunities;
• difficulties in operating businesses we have not operated before;
• difficulties of integrating multiple acquired businesses simultaneously;• the retention of key employees and management;• the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;• the coordination of geographically separate organizations;• the coordination and consolidation of ongoing and future research and development efforts;
• possible tax costs or inefficiencies associated with integrating the operations of a combined company;
• the retention of strategic partners and attracting new strategic partners; and
• negative impacts on employee morale and performance as a result of job changes and reassignments.
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Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition.
For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives. Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.
We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations.
We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business. To the extent that any of our vendors or other third-party service providers experience difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected.
Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results.
AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.
We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected.
We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.
Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2024, goodwill totaled $14.0 billion and intangible assets, net of accumulated amortization, totaled $6.9 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.
We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.
There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022.
We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results.22Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities.
Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.
We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. Given the size of these investments, we do not have operational control of these entities and may have limited visibility into risk management practices. Thus, we may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.
We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business.
Furthermore, any future transactions could entail a number of additional risks, including:
• the inability to maintain key pre-transaction business relationships;• increased operating costs;• the inability to meet our target for return on invested capital;
• increased debt obligations, which may adversely affect our targeted debt ratios;• changes in our credit rating and financing costs;• risks to the continued achievement of our strategic direction;
• risks associated with divesting employees, customers or vendors when divesting businesses or assets;• declines in the value of investments;• exposure to unanticipated liabilities, including after a transaction is completed;
• incurred but unreported claims for an acquired company; and
• difficulties in realizing projected efficiencies and synergies.
RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCES
A downgrade of our credit rating could increase the cost of our funding from the capital markets.
Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings.
Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing.
Our indebtedness as of December 31, 2024 was $9.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program.Our leverage and reliance on the capital markets could:• reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness;
• increase our exposure to a continued downturn in general economic conditions;
• place us at a competitive disadvantage compared with our competitors with less debt;
• affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and
• increase our cost of debt and reduce or eliminate our ability to issue commercial paper.
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In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.
We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available.
We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.
In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses.
If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.
RISKS RELATED TO LEGAL AND REGULATORY MATTERS
We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly.
We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks.
Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed.
Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements.
In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate.24The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.
Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results.
We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation.
In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators’ ability to monitor trading activity. Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology. In September 2023, the SEC approved a “Funding Model” for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending. This allocation of expenses could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses. The SROs have yet to seek reimbursement for a portion of their expenses related to delivery of certain technology. If the SEC determines that we failed to timely or properly deliver the technology, we may forfeit recovery of an undetermined portion of those expenses. As of December 31, 2024, we have an outstanding net receivable of $135 million in connection with our portion of expenses related to the CAT implementation.
In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealer’s net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to
expand its business under certain circumstances. Additionally, the SEC’s Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results.
Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities’ requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices.
Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services.
Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business.
Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market25structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets.
With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity. Nasdaq has petitioned the U.S. Court of Appeals for the District of Columbia Circuit to vacate the proposed rule. While we will adjust our business model in accordance with the new rule if it is not vacated, the implementation of the rule may adversely impact our business and revenue.
In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post-trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues.
Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues.
We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities.
Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.
We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.
Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations.
We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest.
We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of “for-profit” markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation.
Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Union’s Market Abuse Regulation and other applicable laws. As previously disclosed, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse, which resulted in Nasdaq Stockholm paying an administrative fine to the SFSA of 100 million SEK, or $9 million, during 2024. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation.26Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.
Our business operates certain systems that may be considered “critical infrastructure” under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services.
Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject.
Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents’ personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.
In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or
restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability.
Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.
Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services. Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S. citizen employees of U.S. companies may adversely affect our results of operations.
Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries.
RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATION
Damage to our reputation or brand name could have a material adverse effect on our businesses.
One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to:• our ability to maintain the security of our data and systems;• the quality and reliability of our technology platforms and systems;• the ability to fulfill our regulatory obligations;• the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;• the representation of our business in the media;• the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures;
• the accuracy of our financial guidance or other information provided to our investors;• the quality of our corporate governance structure;• the quality of our products the reliability of our solutions and the accuracy of our information and data offerings;
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• the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;• extreme price volatility on our markets;• any negative publicity surrounding our listed companies or our listing rules;
• any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and
• any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.
Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results.
Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.
We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time-consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations.
Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters.
We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related
Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. Our initiatives could fail to achieve, or be perceived to fail to achieve, these goals or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures. Our actual or perceived failure to achieve, or stakeholder dissatisfaction of, our sustainability-related goals or commitments could negatively impact our reputation or otherwise materially harm our business.
Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively.
To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.
We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources.28Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.GENERAL RISK FACTORSWe are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.
As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream.
If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.
We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.
Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including:• economic, political and geopolitical market conditions;• natural disasters, terrorism, pandemics, war or other catastrophes;• broad trends in finance and technology;
• changes in price levels and volatility in the stock markets;
• the level and volatility of interest rates;• volatility in commodity markets, including the energy markets;• inflation;
• disruptions or delays in our supply chains;
• changes in government monetary or tax policy;• the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and
• the perceived attractiveness of the U.S. or European capital markets.
Any one of these factors could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes or values.
Additionally, since borrowings under our credit facilities bear interest at variable rates and commercial paper is issued at prevailing interest rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings. Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenue fluctuations on our operating results. As a result, a decline in our revenue may lead to a relatively larger impact on operating results. A substantial portion of our operating expenses is related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Our operating expense levels are based on our expectations for future revenue. If actual revenue is below management’s expectations, or if our expenses increase before revenues do, both revenues less transaction-based expenses and operating results would be materially and adversely affected. Because of these factors, it is possible that our operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of our common stock may be adversely affected.
Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage.
We have instituted extensive controls to reduce the risk of error inherent in our operations; however, such risk cannot completely be eliminated. Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets. Some of our operations require complex processes, and the introduction of new products or services or changes in processes or reporting due to regulatory requirements may result in an increased risk of errors for a period after implementation. Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise.
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Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources.
In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition.
Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics.
While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted. Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers. For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority.
Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. Changing legal
requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations.
Our businesses operate in various international markets, which are subject to political, economic and social uncertainties.
Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S. operations are subject to the risk inherent in the international environment. Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results. Some locations, such as Lithuania, India, the Philippines and in other emerging markets, have economies that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk.
Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas.
We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism. Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations.
In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses.
We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems.30Because we have operations in numerous countries, we are exposed to currency risk.
We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary, trade or tax policy, changes in local interest rates or other factors. These exchange rate differences will affect the translation of our non-U.S. results of operations, interest expense and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements.
If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.
We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq’s Global Risk Management Committee, which comprises senior executives and has the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees. Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to-date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, our business, reputation, financial condition and operating results could be materially adversely affected.
Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders.
Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. Future declarations of dividends and the establishment of future record and payment dates are subject to approval by Nasdaq’s board of directors. The board’s determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount.
Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management.
Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval.
In response to the SEC’s concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SEC’s approval of any business ventures with exchange members, subject to exceptions.
Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management.Our certificate of incorporation and by-laws:
• do not permit stockholders to act by written consent;• require certain advance notice for director nominations and actions to be taken at annual meetings; and
• authorize the issuance of undesignated preferred stock, or “blank check” preferred stock, which could be issued by our board of directors without stockholder approval.
Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of our common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a “business combination” with an “interested stockholder” for three years after the stockholder becomes an interested stockholder, unless the corporation’s board of directors and stockholders approve the business combination in a prescribed manner.
Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock.
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FY 2025-12-31 (later)
Item 1A. Risk FactorsThe risks and uncertainties described below are not the only
ones facing us. Additional risks and uncertainties not
presently known to us or that we currently believe to be
immaterial may also adversely affect our business. If any of
the following risks actually occur, our business, financial
condition, or operating results could be adversely affected.
RISKS RELATED TO OUR BUSINESS AND
INDUSTRY
Economic conditions and market factors, which are beyond
our control, may adversely affect our business and financial
condition.
Our business performance is impacted by a number of
factors, including general economic conditions, current or
expected inflation, interest rate fluctuations, market volatility,
changes in investment patterns and priorities, regulatory
shifts, pandemics and other factors that are generally beyond
our control. To the extent that global or national economic
conditions weaken and result in slower growth or recessions,
our business may be negatively impacted. Adverse market
conditions could reduce customer demand for our services
and the ability of our customers, lenders and other
counterparties to meet their obligations to us. Poor economic
conditions may result in a reduction in the demand for our
products and services, including data, indices and corporate
solutions, or could result in a decline in the number of IPOs,
reduced trading volumes or values and deterioration of the
economic welfare of our listed companies, which could cause
an increase in delistings. The demand for our Regulatory
Technology, Capital Markets Technology and Financial
Crime Management Technology offerings are primarily
influenced by regulatory changes and the financial strength
and growth plans of our clients at any given time, and such
demand may be adversely affected by economic, political and
geopolitical market conditions.
Trading volumes and values are driven primarily by general
market conditions and declines in trading volumes or values
may affect our market share and impact our pricing. In
addition, our Market Services businesses receive revenues
from a relatively small number of customers concentrated in
the financial industry, so any event that impacts one or more
customers or the financial industry in general could impact
our revenues.
The number of listings on our markets is primarily influenced
by factors such as investor demand, the global economy,
available sources of financing, and tax and regulatory
policies. Adverse conditions or regulatory changes may
jeopardize the ability of our listed companies to comply with
the continued listing requirements of our exchanges, or
reduce the number of issuers launching IPOs, including
SPACs, and direct listings. While the number of IPOs on our
exchanges increased in 2025 as compared to 2024, there is no
assurance that demand for IPOs will continue at the same or
higher rate.
Our Capital Access Platforms segment may be significantly
affected by global economic conditions. Professional
subscriptions to our data products are at risk if staff
reductions occur in financial services companies or if our
customers consolidate, which could result in significant
reductions in our professional user revenue or expose us to
increased risks relating to dependence on a smaller number of
customers. In addition, adverse market conditions may cause
reductions in the number of non-professional investors with
investments in the market and in ETP AUM tracking Nasdaq
indices as well as trading in futures linked to Nasdaq indices.
There may be less demand for our analytics, corporate
solutions, financial technology solutions and risk and
regulatory products and services if global economic
conditions weaken. Our customers historically reduce
purchases of new services and technology when growth rates
decline, thereby diminishing our opportunities to sell new
products and services or upgrade existing products and
services.
Additionally, during a global economic downturn, or periods
of economic, political or regulatory uncertainty, our sales
cycle may become longer or more unpredictable due to
customer budget constraints or unplanned administrative
delays to approve purchases.
A reduction in trading volumes or values, market share of
trading, the number of our listed companies, or demand for
our products and services due to economic conditions or
other market factors could adversely affect our business,
financial condition and operating results.The industries we operate in are highly competitive.We face significant competition in our Capital Access
Platforms, Financial Technology and Market Services
segments from other market participants. We face intense
competition from other exchanges and markets for market
share of trading activity and listings as well as from
numerous financial services and technology companies for
our Capital Access Platforms and Financial Technology
products and services. This competition includes both
product and price competition. Our proposed new offerings
to compete in this evolving market, including for the trading
of tokenized equity securities and ETPs and the extension of
trading hours, may not be successful.
The modernization and globalization of world markets has
resulted in greater mobility of capital, greater international
participation in local markets and more competition. As a
result, both in the U.S. and in other countries, the competition
among exchanges and other execution venues has become
more intense. Marketplaces in both U.S. and Europe have
also merged to achieve greater economies of scale and scope.
Changes introduced to Nasdaq's products and services to
compete effectively may be unsuccessful.18Regulatory changes also have facilitated the entry of new
participants in the European Union that compete with our
European markets. The regulatory environment, both in the
U.S. and in Europe, is structured to maintain this
environment of intense competition. In addition, a high
proportion of business in the securities markets is becoming
concentrated in a smaller number of institutions and our
revenue may therefore become concentrated in a smaller
number of customers.
We also compete globally with other regulated exchanges
and markets, ATSs, MTFs and other traditional and non-
traditional execution venues. Some of these competitors also
are our customers. Competitors may develop market trading
platforms that are more competitive than ours. Competitors
may leverage data more effectively or enter into strategic
partnerships, mergers or acquisitions that could make their
trading, listings, clearing, data or technology businesses more
competitive than ours.
We face intense price competition in all areas of our
business. In particular, the trading industry is characterized
by price competition. We have in the past lowered prices, and
in the U.S., increased rebates for trade executions to attempt
to gain or maintain market share. These strategies have not
always been successful and have at times hurt operating
performance. Additionally, we have also been, and may once
again be, required to adjust pricing to respond to actions by
competitors and new entrants, or due to new SEC regulations,
which could adversely impact operating results. We also
compete with respect to the pricing of data products and with
respect to products for pre-trade book data and for post-trade
last sale data.
If we are unable to compete successfully in the industries in
which we do business, our business, financial condition and
operating results will be adversely affected.
System limitations or failures could harm our business.
Our businesses depend on the integrity and performance of
the technology, computer and communications systems
supporting them. If new systems fail to operate as intended or
our existing systems cannot expand to cope with increased
demand or otherwise fail to perform, we could experience
unanticipated disruptions in service, slower response times
and delays in the introduction of new products and services.
We could experience a systems failure due to human error by
our employees, contractors or vendors, electrical or
telecommunications failures or disruptions, hardware or
software failures or defects, cyberattacks, sabotage or similar
unexpected events. These consequences could result in
service outages, including to our exchanges, lower trading
volumes or values, financial losses, decreased customer
satisfaction, litigation and regulatory sanctions. Our products,
markets and the markets that rely on our technology have
experienced system failures and delays in the past and we
could experience future system failures and delays.
Although we maintain multiple computer facilities, and
l everage third party cloud providers , that are designed to
provide redundancy and back-up to reduce the risk of system
disruptions and have facilities in place that are expected to
maintain service during a system disruption, such systems
and facilities may prove inadequate. If trading volumes
increase unexpectedly or other unanticipated events occur,
we may need to expand and upgrade our technology,
transaction processing systems and network infrastructure.
We do not know whether we will be able to accurately
project the rate, timing or cost of any volume increases, or
expand and upgrade our systems and infrastructure to
accommodate any increases in a timely manner.
While we have programs in place to identify and minimize
our exposure to technology and communication system
vulnerabilities and work in collaboration with the technology
industry to share corrective measures with our business
partners, we cannot guarantee that such events will not occur
in the future. Any issue that causes an interruption in
services, including to our exchanges; decreases the
responsiveness of our services or otherwise affects our
services could impair our reputation, damage our brand name
and negatively impact our business, financial condition and
operating results.
We must continue to introduce new products, initiatives and
enhancements to maintain our competitive position.
We intend to launch new products and initiatives and
continue to explore and pursue opportunities to strengthen
our business and grow our company. We may spend
substantial time and money developing new products,
initiatives and enhancements to existing products, including,
for example, expanded trading hours on our exchanges. If
these products and initiatives are not successful or their
launches are delayed, we may not be able to offset their costs,
which could have an adverse effect on our business, financial
condition and operating results.
In our technology operations, we have invested substantial
amounts in the development of system platforms, the rollout
of our platforms and the adoption of new technologies,
including cloud-based infrastructure and AI. Although
investments are carefully planned, there can be no assurance
that the demand for such platforms or technologies will
justify the related investments. If we fail to generate adequate
revenue from planned system platforms or the adoption of
new technologies, or if we fail to do so within the envisioned
timeframe, it could have an adverse effect on our results of
operations and financial condition. In addition, clients may
delay purchases in anticipation of new products or
enhancements. We may allocate significant amounts of cash
and other resources to product technologies or business
models for which market demand is lower than anticipated.
In addition, the introduction of new products by competitors,
the emergence of new industry standards or the development
of entirely new technologies to replace existing product
offerings could render our existing or future products
obsolete.19A decline in trading and clearing volumes or values or
market share will decrease our trading and clearing
revenues.
Trading and clearing volumes and values are directly affected
by economic, political and market conditions, broad trends in
business and finance, unforeseen market closures or other
disruptions in trading, the level and volatility of interest rates,
inflation, changes in price levels of securities and the overall
level of investor confidence. Over the past several years,
trading and clearing volumes and values across our markets
have fluctuated significantly depending on market conditions
and other factors beyond our control. Because a significant
percentage of our revenues is tied directly to the volume or
value of securities traded and cleared on our markets, it is
likely that a general decline in trading and clearing volumes
or values would lower revenues and may adversely affect our
operating results if we are unable to offset falling volumes or
values through pricing changes. Declines in trading and
clearing volumes or values may also impact our market share
or pricing structures and adversely affect our business and
financial condition.
If our total market share in securities decreases relative to our
competitors, our venues may be viewed as less attractive
sources of liquidity. If our exchanges are perceived to be less
liquid, then our business, financial condition and operating
results could be adversely affected.
Since some of our exchanges offer clearing services in
addition to trading services, a decline in market share of
trading could lead to a decline in clearing and depository
revenues. Declines in market share also could result in issuers
viewing the value of a listing on our exchanges as less
attractive, thereby adversely affecting our listing business.
Finally, declines in market share of Nasdaq-listed securities,
or recently adopted SEC rules and regulations, could lower
The Nasdaq Stock Market’s share of tape pool revenues
under the consolidated data plans, thereby reducing the
revenues of our U.S. Tape plans business.
Our role in the global marketplace positions us at greater
risk for a cyberattack.
Our systems and operations are vulnerable to damage,
misappropriation or disruption from security breaches. Some
of these threats include attacks from foreign governments,
hacktivists, insiders and criminal organizations. Foreign
governments may seek to obtain a foothold in U.S. critical
infrastructure, hacktivists may seek to deploy denial of
service attacks to bring attention to their cause, insiders may
pose a risk of human error or malicious activity and criminal
organizations may seek to profit by gaining control of
company systems or accounts or from stolen data via
ransomware or other means, such as social engineering,
including deepfake scams, compromised business email or
other methods. Our hybrid work model and our global
footprint elevate cybersecurity and operational risks,
particularly in geographies with adversary nation-states and/
or unreliable law enforcement . Given our position in the
global securities industry, we may be more likely than other
companies to be a direct target, or an indirect casualty, of
such events. During periods of war or global geopolitical
uncertainty, cyber threats may increase from foreign
governments or hacktivists to our exchange infrastructure and
offerings, and to our vendors and international employees.
While we continue to employ and invest resources to monitor
our systems and protect our infrastructure, these measures
may prove insufficient due to the continuously evolving
nature of threat activity. Any system issue, whether as a
result of an intentional breach, collateral damage from a
cybersecurity incident involving our supply chain vendors, a
negligent or malicious act by an insider, or the use of AI by
bad actors, including the use of such tools to engage in social
engineering or similar activities, or due to a cybersecurity
breach of a customer that results in a loss of our data or
compromises our systems or those of our other customers
utilizing the same products, could damage our reputation and
result in: a loss of customers; disrupted customer
relationships; the loss of our IP or sensitive data; lower
trading volumes or values, significant liabilities, litigation or
regulatory fines; or otherwise have a negative impact on our
business, our products and services, financial condition and
operating results. A system breach may go undetected for an
extended period of time. There can be no assurance we will
be able to identify and mitigate every incident involving
cybersecurity attacks, breaches or incidents.
Expanded cybersecurity regulations, and increased
cybersecurity infrastructure and compliance costs, may
adversely impact our results of operations.
As cybersecurity threats continue to increase in frequency
and sophistication, and as the domestic and international
regulatory and compliance structure related to information,
cybersecurity, data privacy, resiliency and data usage
becomes increasingly complex and exacting, we may be
required to devote significant additional resources to
strengthen our cybersecurity capabilities, and to identify and
remediate any security vulnerabilities. Compliance with laws
and regulations concerning cybersecurity, data privacy,
resiliency and data usage could result in significant expense,
and any failure to comply could result in proceedings against
us by regulatory authorities or other third parties. Costs for
bolstering cybersecurity capabilities, and increased
cybersecurity and data privacy compliance costs, could
adversely impact our business, financial condition and
operating results. Additionally, our clients increasingly
demand rigorous contractual, certification and audit
provisions regarding cybersecurity, data protection and data
usage, which may also increase our overall compliance
burden and costs in meeting such obligations.20The success of our business depends on our ability to keep
up with rapid technological and other competitive changes
affecting our industry. Specifically, we must complete
development of, successfully implement and maintain
platforms that have the functionality, performance,
capacity, reliability and speed required by our business and
our regulators, as well as by our customers.
The markets in which we compete are characterized by
rapidly changing technology, evolving industry and
regulatory standards, frequent enhancements to existing
products and services, the adoption of new services and
products and changing customer demands. We are reliant on
our customers that purchase our on-premises solutions to
maintain a certain level of network infrastructure for our
products to operate and to allow for our support of those
products, and to secure our software and other proprietary
materials stored in such systems, and there is no assurance
that a customer will implement such measures. We may not
be able to keep up with rapid technological and other
competitive changes affecting our industry. For example, we
must continue to enhance our platforms and, where relevant,
our customers', to remain competitive as well as to address
our regulatory responsibilities, and our business will be
negatively affected if our platforms or the technology
solutions we sell to our customers fail to function as
expected. If we are unable to develop our platforms to
include other products and markets, or if our platforms do not
have the required functionality, performance, capacity,
reliability and speed required by our business and our
regulators, as well as by our customers, we may not be able
to compete successfully. Further, our failure to anticipate or
respond adequately to changes in emerging technology and
customer preferences, such as trading and settlement of
tokenized equity securities and ETP's or extended trading
hours on our exchanges, o r any significant delays in product
development efforts, could have a material adverse effect on
our business, financial condition and operating results .
Our AI initiatives and the use of AI in certain of our
existing products may be unsuccessful and may give rise to
various risks, which could adversely affect our business,
reputation, or operating results.
We have made, and are continuing to make, significant
investments in AI including generative AI and agentic AI, to,
among other things, develop new products or features for our
existing products, including our anti-financial crime, equity
trading, investor relations, financial reporting, and investment
analytic s solutions, and to enhance and refine our internal
business operations. As generative and agentic AI are new
and evolving technologies in the early stages of commercial
use, there are significant risks involved in the development
and deployment of these technologies, and there can be no
assurance that the use of AI will enhance our products or
services or improve our business or operating results. Market
acceptance of generative and agentic AI technologies is
evolving, and we may be unsuccessful in our product
development efforts. Moreover, our AI-related product
initiatives and offerings, or use in our internal business
operations, may give rise to risks related to harmful content,
accuracy, bias, discrimination, autonomous decision-making
or action, IP infringement, the ability to obtain IP protection,
misappropriation or leakage of IP, defamation, data privacy,
and cybersecurity, among others. As we integrate third-party
AI models into our product initiatives and offerings, we face
risks in how such third-party AI models were developed and
deployed, including situations in which the third-party may
lack a proper license or consent for the training data used for
their model, or used insufficient safeguards regarding
harmful content, accuracy, bias or other variables of the data.
The use and availability of third-party AI models in our
solutions may give rise to legal liability, including IP
infringement claims. In addition, these risks include the
possibility of the introduction of new or enhanced laws or
regulations or novel enforcement of existing laws to uses of
AI, for which compliance may be costly and burdensome or
involve changes to our business practices or products,
litigation or other legal liability, or additional oversight,
audits or enforcement under existing laws or regulations. The
use of AI, including third-party AI models used in our
products or solutions, may also give rise to ethical concerns
or negative public perceptions, which may cause brand or
reputational harm. Additionally, our competitors may be
developing their own AI products and technologies, which
may be superior in features or functionality, or cost, to our
offerings. Any of these factors could adversely affect our
business, reputation, or operating results.
Failure to attract and retain key personnel may adversely
affect our ability to conduct our business.
Our future success depends, in large part, upon our ability to
attract and retain highly qualified and skilled professional
personnel that can learn and embrace new technologies. In
the current tight labor market, we have intensified our efforts
to recruit and retain talent. Competition for key personnel in
the various localities and business segments in which we
operate is intense. We have, and may continue to, experience
higher compensation costs to retain personnel, and hire new
talent, that may not be offset by improved productivity,
higher revenues or increased sales. Our ability to attract and
retain key personnel, in particular senior officers, technology
personnel and global talent, including from companies that
we acquire, will be dependent on a number of factors,
including prevailing market conditions, changes in
immigration policy and laws, regulations regarding employee
mobility and international travel, office/remote working
arrangements and compensation and benefit packages offered
by companies competing for the same talent. There is no
guarantee that we will have the continued service of key
employees who we rely upon to execute our business strategy
and identify and pursue strategic opportunities and initiatives.
Our ability to execute our business strategy could be
impaired if we are unable to replace such persons without
incurring significant costs or in a timely manner or at all.
21
We are exposed to credit, liquidity and counterparty risks
from our clearinghouse operations and third-party
relationships that could adversely affect our financial
position and results of operations.
Our clearinghouse operations expose us to counterparty and
liquidity risks, including potential defaults by clearing
members and insufficiencies in margins or default funds. We
guarantee cleared contracts and assume counterparty risk for
all transactions cleared through Nasdaq Clearing, including
equity-related and fixed-income derivatives, commodities,
and repurchase agreements. While we enforce minimum
financial criteria for clearing membership eligibility, require
members and investors to provide collateral, and maintain
established risk policies and clearing capital resources, these
measures do not provide absolute assurance against defaults
by our counterparties or financial losses, or that collateral
provided is sufficient at all times.
Additionally, we face credit risk from customers,
counterparties, clearing agents, and transaction and
subscription-based revenues billed in arrears, as these parties
may default due to bankruptcy, lack of liquidity, operational
failure, or other reasons.
The financial distress or failure of counterparties could result
in negative financial impact, reputational harm, regulatory
consequences, litigation or regulatory enforcement actions.
Credit losses such as those described above could adversely
affect our consolidated financial position and results of
operations.
Stagnation or decline in the listings market could have an
adverse effect on our revenues.
The market for listings is dependent on the prosperity of
companies and the availability of risk capital. A stagnation or
decline in the number of new listings, or an increase in the
number of delistings, either due to market factors or our
listing standard changes, on The Nasdaq Stock Market and
the Nasdaq Nordic and Nasdaq Baltic exchanges could cause
a decrease in revenues for future years. A prolonged decrease
in the number of listings, failure of existing SPACs to
successfully complete transactions with target companies and
dissolve or an increase in the number of delisting s, could
negatively impact the growth of our revenues. Our corporate
solutions business is also impacted by declines in the listings
market or increases in acquisitions, privatizations or
bankruptcies as there may be fewer publicly-traded
customers that need our products.
RISKS RELATED TO TRANSACTIONAL
ACTIVITIES AND STRATEGIC RELATIONSHIPS
We may not be able to successfully integrate acquired
businesses, which may result in an inability to realize the
anticipated benefits of our acquisitions.
We must rationalize, coordinate and integrate the operations
of our acquired businesses. This process involves complex
technological, operational and personnel-related challenges,
which are time-consuming and expensive and may disrupt
our business. The difficulties, costs and delays that could be
encountered may include:
• difficulties, costs or complications in combining the
companies’ operations, including technology platforms,
security measures and infrastructure or regulatory or legal
non-compliance that may need greater remediation than
anticipated, which could lead to us not achieving the
synergies or efficiencies we anticipate or customers not
renewing their contracts with us as we migrate platforms;• incompatibility of systems and operating methods;
• reliance on, or provision of, transition services;• inability to use capital assets efficiently to develop the
business of the combined company and achieve revenue
growth, including cross-sell activity;
• difficulties of complying with government-imposed
regulations in the U.S. and abroad, which may be
conflicting;
• resolving possible inconsistencies in standards, controls,
procedures and policies, business cultures and
compensation structures;
• the diversion of management’s attention from ongoing
business concerns and other strategic opportunities;
• difficulties in operating businesses we have not operated
before;
• difficulties of integrating multiple acquired businesses
simultaneously;• the retention of key employees and management;• the implementation of disclosure controls, internal controls
and financial reporting systems at non-U.S. subsidiaries to
enable us to comply with U.S. GAAP and U.S. securities
laws and regulations, including the Sarbanes-Oxley Act of
2002, required as a result of our status as a reporting
company under the Exchange Act;• the coordination of geographically separate organizations;• the coordination and consolidation of ongoing and future
research and development efforts;
• possible tax costs or inefficiencies associated with
integrating the operations of a combined company;
• the retention of strategic partners and attracting new
strategic partners; and
• negative impacts on employee morale and performance as
a result of job changes and reassignments.22Foreign acquisitions, or acquisitions involving companies
with numerous foreign subsidiaries, involve risks in addition
to those mentioned above, including those related to
integration of operations across different cultures and
languages, our ability to enforce contracts in various
jurisdictions, currency risks and the particular economic,
political and regulatory risks associated with specific
countries. We may not be able to address these risks
successfully, or at all, without incurring significant costs,
delays or other operating problems that could disrupt our
business and have a material adverse effect on our financial
condition.
For these reasons, we may not achieve the anticipated
financial and strategic benefits from our acquisitions. Any
actual efficiencies and synergies may be lower than we
expect and may take a longer time to achieve than we
anticipate, and we may fail to realize the anticipated benefits
of acquisitions.
We rely on third parties to perform certain functions, and
our business could be adversely affected if these third
parties fail to perform as expected or experience service
interruptions affecting our operations.
We rely on third parties for regulatory, data center, cloud
computing, data storage and processing, connectivity, data
content, clearing, maintaining markets and exchange liquidity
and other services. Interruptions or delays in services from
our third-party providers could impair our services or their
delivery and harm our business. Upon expiration or
termination of any of our agreements with third-party
vendors, we may not be able to replace the services provided
to us in a timely manner or on terms and conditions that are
favorable to us, and a transition from one vendor to another
vendor could be difficult or costly due to the complexity of
our operations.
Certain of our vendors may also be affected by the same
disruptions affecting us, further amplifying the impact of an
outage or service interruption on our offerings. To the extent
that any of our vendors or other third-party service providers
experience difficulties or a significant disruption, breach or
outage, materially changes their business relationship with us
or fails or delays for any reason to perform their obligations,
including due to geopolitical instability, our business or our
reputation may be materially adversely affected.
Our access to cloud service provider infrastructure could be
limited by a number of events, including technical or
infrastructure failures, natural disasters or cybersecurity
attacks. As we continue to grow our SaaS businesses, our
dependency on the continuing operation and availability of
these cloud service providers increases. If our cloud services
from third party providers are unavailable to us for any
reason, or there are cloud service disruptions or a delay or
inability to access our exchanges, platforms or certain of our
cloud products or features, such unavailability or delays may
adversely affect our clients, which could significantly impact
our reputation, operations, business, and financial results.
AWS operates a plat form that we use to provide exchange
and other services to our clients, and therefore we are
vulnerable to service outages on the AWS platform that
affect Nasdaq workloads running or stored in the AWS
environment. While certain of our offerings were affected by
the AWS outage in October 2025, the outage did not affect
trading on our exchanges. If AWS does not deliver our
system requirements on time, fails to provide maintenance
and support to our specifications or a migration experiences
integration challenges, the successful migration of the
relevant workload to, or the availability of the relevant
service on, the AWS cloud platform may be significantly
delayed, which may adversely affect our reputation and
financial results.
We also rely on members of our trading community to
maintain markets and add liquidity. To the extent that any of
our largest members experience difficulties, materially
change their business relationship with us or are unable for
any reason to perform market-making activities, our business
or our reputation may be materially adversely affected.
We may be required to recognize impairments of our
goodwill, intangible assets or other long-lived assets in the
future.
Our business acquisitions typically result in the recording of
goodwill and intangible assets, and the recorded values of
those assets may become impaired in the future. As of
December 31, 2025, goodwill totaled $14.4 billion and
intangible assets, net of accumulated amortization, totaled
$6.5 billion . The determination of the value of such goodwill
and intangible assets requires management to make estimates
and assumptions that affect our consolidated financial
statements.
We assess goodwill and intangible assets, as well as other
long-lived assets, including equity method investments,
equity securities, and property and equipment, for potential
impairment on an annual basis or more frequently if
indicators of impairment arise. We estimate the fair value of
such assets by assessing many factors, including historical
performance and projected cash flows. Considerable
management judgment is necessary to project future cash
flows and evaluate the impact of expected operating and
macroeconomic changes on these cash flows. The estimates
and assumptions we use are consistent with our internal
planning process. However, there are inherent uncertainties
in these estimates.
We may experience future events that may result in asset
impairments. Future disruptions to our business, prolonged
economic weakness, due to pandemics or otherwise, or
significant declines in operating results at any of our
reporting units or businesses, may result in impairment
charges to goodwill, intangible assets or other long-lived
assets. A significant impairment charge in the future could
have a material adverse effect on our operating results.
23
Acquisitions, divestments, investments, joint ventures and
other transactional activities may require significant
resources and/or result in significant unanticipated losses,
costs or liabilities.
Over the past several years, acquisitions, have been, or could
be, significant factors in our growth. We have also divested
businesses and may continue to divest additional businesses
or assets in the future. Although we cannot predict our
transactional activities, we believe that additional
acquisitions, divestments, investments, joint ventures and
other transactional activities will be important to our strategy.
Such transactions may be material in size and scope. Our
competitors may have greater financial resources than we
have to pursue certain acquisitions.
We also invest in early-stage companies through our Nasdaq
Ventures program and hold minority interests in other
entities. We generally do not have operational control of
these entities and may have limited visibility into risk
management practices. We may be subject to financial and
reputational risks if there are operational failures at such
companies.
We may finance future transactions by issuing additional
equity and/or debt. The issuance of additional equity in
connection with any such transaction could be substantially
dilutive to existing shareholders. In addition, the
announcement or implementation of future transactions by us
or others could have a material effect on the price of our
common stock. The issuance of additional debt could
increase our leverage substantially. Additional debt may
reduce our liquidity, curtail our access to financing markets,
impact our standing with credit rating agencies and increase
the cash flow required for debt service. Any incremental debt
incurred to finance a transaction could also place significant
constraints on the operation of our business.
Furthermore, any future transactions could entail a number of
additional risks, including:
• the inability to maintain key pre-transaction business
relationships;• increased operating costs;• the inability to meet our target for return on invested
capital;
• increased debt obligations, which may adversely affect our
targeted debt ratios;• changes in our credit rating and financing costs;• risks to the continued achievement of our strategic
direction;
• risks associated with divesting employees, customers or
vendors when divesting businesses or assets;• declines in the value of investments;• exposure to unanticipated liabilities, including after a
transaction is completed;
• incurred but unreported claims for an acquired company;
and
• difficulties in realizing projected efficiencies and
synergies.
RISKS RELATED TO LIQUIDITY AND CAPITAL
RESOURCES
A downgrade of our credit rating could increase the cost of
our funding from the capital markets.
Our debt is currently rated investment grade by two of the
major rating agencies. These rating agencies regularly
evaluate us, and their ratings of our long-term debt and
commercial paper are based on a number of factors, including
our financial strength and corporate development activity, as
well as factors not entirely within our control, including
conditions affecting our industry generally. There can be no
assurance that we will maintain our current ratings. Our
failure to maintain such ratings could reduce or eliminate our
ability to issue commercial paper and adversely affect the
cost and other terms upon which we are able to obtain
funding and increase our cost of capital. A reduction in credit
ratings would also result in increases in the cost of our
commercial paper and other outstanding debt as the interest
rate on the outstanding amounts under our credit facilities
and our senior notes fluctuates based on our credit ratings.
Our leverage limits our financial flexibility, increases our
exposure to weakening economic conditions and may
adversely aff ect our ability to obtain additional financing.
Our indebtedness as of December 31, 2025 was $9.0 billion .
We may borrow additional amounts by utilizing available
liquidity under our existing credit facilities, issuing additional
debt securities or issuing short-term, unsecured commercial
paper notes through our commercial paper program.Our leverage and reliance on the capital markets could:• reduce funds available to us for operations and general
corporate purposes or for capital expenditures as a result of
the dedication of a substantial portion of our consolidated
cash flow from operations to the payment of principal and
interest on our indebtedness;
• increase our exposure to a continued downturn in general
economic conditions;
• place us at a competitive disadvantage compared with our
competitors with less debt;
• affect our ability to obtain additional financing in the future
for refinancing indebtedness, acquisitions, working capital,
capital expenditures or other purposes; and
• increase our cost of debt and reduce or eliminate our ability
to issue commercial paper.
In addition, we must comply with the covenants in our credit
facilities. Among other things, these covenants restrict our
ability to effect certain fundamental transactions, dispose of
certain assets, incur additional indebtedness and grant liens
on assets. Failure to meet any of the covenant terms of our24credit facilities could result in an event of default. If an event
of default or cross-default occurs, and we are unable to
receive a waiver of default, our lenders may increase our
borrowing costs, restrict our ability to obtain additional
borrowings and accelerate repayment of all amounts
outstanding.
We will need to invest in our operations to maintain and
grow our business and to integrate acquisitions, and we
may need additional funds, which may not be readily
available.
We depend on the availability of adequate capital to maintain
and develop our business. Although we believe that we can
meet our current capital requirements from internally
generated funds, cash on hand and borrowings under our
revolving credit facility and commercial paper program, if
the capital and credit markets experience volatility, access to
capital or credit may not be available on terms acceptable to
us or at all. Rising interest rates could adversely affect our
ability to pursue new financing opportunities, and it may be
more expensive for us to issue new debt securities. Limited
access to capital or credit in the future could have an impact
on our ability to refinance debt, maintain our credit rating,
meet our regulatory capital requirements, engage in strategic
initiatives, make acquisitions or strategic investments in other
companies, pay dividends, repurchase our stock or react to
changing economic and business conditions. If we are unable
to fund our capital or credit requirements, it could have an
adverse effect on our business, financial condition and
operating results.
In addition to our debt obligations, we will need to continue
to invest in our operations for the foreseeable future to
integrate acquired businesses and to fund new initiatives. If
we do not achieve the expected operating results, we will
need to reallocate our cash resources. This may include
borrowing additional funds to service debt payments, which
may impair our ability to make investments in our business
or to integrate acquired businesses.
If we need to raise funds through incurring additional debt,
we may become subject to covenants more restrictive than
those contained in our credit facilities, the indentures
governing our notes and our other debt instruments.
Furthermore, if adverse economic conditions occur, we could
experience decreased revenues from our operations which
could affect our ability to satisfy financial and other
restrictive covenants to which we are subject under our
existing indebtedness.
RISKS RELATED TO LEGAL AND REGULATORY
MATTERS
We operate several of our businesses in highly regulated
industries and may be subject to censures, fines and
enforcement proceedings if we fail to comply with
regulatory obligations that can be ambiguous and can
change unexpectedly.
We operate several of our businesses in highly regulated
industries and are subject to extensive regulation in the U.S.,
Europe and Canada. The securities trading industry is subject
to significant regulatory oversight and could be subject to
increased governmental and public scrutiny in the future that
can change in response to global conditions and events, or
due to changes in trading patterns, such as due to the recent
volatility involving the trading of certain stocks. Recent
domestic and worldwide political developments, including
shifts in digital assets trading policy and regulatory and
enforcement priorities, have added additional uncertainty
with respect to both new laws and regulations and
interpretations or enforcement of existing laws and
regulations. Changes in regulatory policies regarding
tokenized securities, synthetic assets or other digital assets
may enable new market entrants and competitors to offer
these products under a different, less onerous regulatory
regime, which may affect our business, clients and results of
operations.
Our ability to comply with complex and changing regulation
is largely dependent on our establishment and maintenance of
compliance, audit and reporting systems that can quickly
adapt and respond, as well as our ability to attract and retain
qualified compliance and other risk management personnel.
There is no assurance that our policies and procedures will
always be effective or that we will always be successful in
monitoring or evaluating the risks to which we are or may be
exposed.
Our regulated markets are subject to audits, investigations,
administrative proceedings and enforcement actions relating
to compliance with applicable rules and regulations.
Regulators have broad powers to impose fines, penalties or
censure, issue cease-and-desist orders, prohibit operations,
revoke licenses or registrations and impose other sanctions
on our exchanges, broker-dealers, central securities
depositories, clearinghouse and markets for violations of
applicable requirements.
In the future, we could be subject to regulatory investigations
or enforcement proceedings that could result in substantial
sanctions, including revocation of our operating licenses.
Any such investigations or proceedings, whether successful
or unsuccessful, could result in substantial costs, the
diversion of resources, including management time, and
potential harm to our reputation, which could have a material
adverse effect on our business, results of operations or
financial condition. In addition, our exchanges could be
required to modify or restructure their regulatory functions in
response to any changes in the regulatory environment, or
they may be required to rely on third parties to perform
regulatory and oversight functions, each of which may
require us to incur substantial expenses and may harm our
reputation if our regulatory services are deemed inadequate.
The regulatory framework under which we operate and new
regulatory requirements or new interpretations of existing
regulatory requirements could require substantial time and
resources for compliance, which could make it difficult and
costly for us to operate our business.
Under current U.S. federal securities laws, changes in the
rules and operations of our securities markets, including our25pricing structure, must be reviewed and in many cases
explicitly approved by the SEC. The SEC may approve,
disapprove, or recommend changes to proposals that we
submit. In addition, the SEC may delay either the approval
process or the initiation of the public comment process.
Favorable SEC rulings and interpretations can be challenged
in and reversed by federal courts of appeals, reducing or
eliminating the value of such prior interpretations. Any delay
in approving changes, or the altering of any proposed change,
could have an adverse effect on our business, financial
condition and operating results.
We must compete not only with non-exchanges, such as
ATSs that are not subject to the same SEC approval
requirements and processes, but also with other exchanges
that may have lower regulation and surveillance costs than
us. There is a risk that trading will shift to exchanges or non-
exchanges that charge lower fees because, among other
reasons, they invest less in regulation.
In 2016, the SEC approved a plan for Nasdaq and other
exchanges to establish a CAT to improve regulators’ ability
to monitor trading activity. Implementation of a CAT has
resulted in significant additional expenditures, including to
implement the costly and complex new technology. In
September 2023, the SEC approved a “Funding Model” for
the CAT that allocated one-third of CAT expenses to the
SROs, including Nasdaq, and two-thirds of CAT expenses to
the industry. This SEC approval order was appealed to the
11th Circuit U.S. Court of Appeals, which issued an opinion
in July 2025 vacating the Funding Mode l. The court's
decision was subject to a temporary stay that expired at the
end of November 2025. As a result, we may be subject to a
delay in recovering expenses or be unable to recover those
expenses. The SROs have yet to seek reimbursement for a
portion of their expenses related to delivery of certain
technology. If the SEC determines that we failed to timely or
properly deliver the technology, we may forfeit recovery of
an undetermined portion of those expenses. As of December
31, 2025, we have an outstanding net receivable of $99
million in connection with our portion of expenses related to
the CAT implementation.
In addition, our registered broker-dealer subsidiaries are
subject to regulation by the SEC, FINRA and other SROs.
These subsidiaries are subject to regulatory requirements
intended to ensure their general financial soundness and
liquidity, which require that they comply with certain
minimum capital requirements. The SEC and FINRA impose
rules that require notification when a broker-dealer’s net
capital falls below certain predefined criteria, dictate the ratio
of debt to equity in the regulatory capital composition of a
broker-dealer and constrain the ability of a broker-dealer to
expand its business under certain circumstances.
Additionally, the SEC’s Uniform Net Capital Rule and
FINRA rules impose certain requirements that may have the
effect of prohibiting a broker-dealer from distributing or
withdrawing capital and requiring prior notice to the SEC and
FINRA for certain withdrawals of capital. Any failure to
comply with these broker-dealer regulations could have a
material adverse effect on the operation of our business,
financial condition and operating results.
Our non-U.S. business is subject to regulatory oversight in all
the countries in which we operate regulated businesses, such
as exchanges, clearinghouses or central securities
depositories. In these countries, we have received
authorization from the relevant authorities to conduct our
regulated business activities. The authorities may issue
regulatory fines or may ultimately revoke our authorizations
if we do not suitably carry out our regulated business
activities. The authorities are also entitled to request that we
adopt measures in order to ensure that we continue to fulfill
the authorities’ requirements. We are also subject to current
and forthcoming regulations applicable to the financial
services sector generally including, but not limited to,
DORA. Such regulations may impact our operational,
contracting and compliance costs by requiring the
implementation of new risk management procedures,
requirements for procuring information and communication
technology services, and ongoing processes to monitor
compliance; failure to maintain compliance may cause us to
be subject to regulatory actions and fines. Additionally, we
are subject to the obligations under the Benchmarks
Regulation ((EU) 2016/1011), compliance with which could
be costly or cause a change in our business practices.
Certain of our customers operate in a highly regulated
industry. Regulatory authorities could impose regulatory
changes that could impact the ability of our customers to use
our exchanges. The loss of a significant number of customers
or a reduction in trading activity on any of our exchanges as a
result of such changes could have a material adverse effect on
our business, financial condition and operating results. In
addition, regulatory changes could impact the ability of
current or prospective customers to procure commercial
services from us, increase our cost of delivery or performance
due to regulatory-driven changes to services or related
business processes and lengthen sales cycles as customers are
required to conduct additional diligence and contracting
processes prior to procuring our services.
Regulatory changes and changes in market structure and
proprietary data could have a material adverse effect on our
business.
Regulatory changes adopted by the SEC or other regulators
with respect to our markets and to the instruments traded on
our markets, and regulatory changes that our markets may
adopt in fulfillment of their regulatory obligations, could
materially affect our business operations. In recent years,
there has been increased regulatory and governmental focus
on issues affecting the securities markets, including market
structure, technological oversight and fees for proprietary
market data, connectivity and transactions. The SEC, FINRA
and the national securities exchanges have introduced several
initiatives to ensure the oversight, integrity and resilience of
markets. Additionally, new market models, new instruments,
and new uses of technology are emerging that could
adversely impact us. Congress and federal regulators are26considering regulating digital assets, tokenization of equities,
and prediction markets. The outcome of those deliberations
could adversely impact our current markets and future plans.
Our regulated businesses can be severely impacted by policy
decisions. In September 2024, the SEC adopted a rule that
would significantly reduce the fees that exchanges are
permitted to charge for access to liquidity quoted on the
exchange, with a resulting reduction in the ability of
exchanges to pay rebates to attract liquidity. Nasdaq
petitioned the U.S. Court of Appeals for the District of
Columbia Circuit to vacate the proposed rule, and in October
2025, Nasdaq's petition for review was denied. The SEC
issued temporary exemptive relief from compliance with the
portions of the rule that Nasdaq challenged until November
2026. Since the rule was not vacated, we will adjust our
business model in accordance with the rule, and the
implementation of the rule in November 2026 may adversely
impact our business and revenue.
In Canada, all new marketplace fees and changes to existing
fees, including trading and market data fees, must be filed
with and approved by the Ontario Securities Commission.
The Canadian Securities Administrators adopted a Data Fees
Methodology that restricts the total amount of fees that can
be charged for professional uses by all marketplaces to a
reference benchmark. Currently, all marketplaces are subject
to annual reviews of their market data fees tying market data
revenues to pre- and post-trade market share metrics.
Permitted fee ranges are based on an interim domestic
benchmark that is subject to change to an international
benchmark, which could lower the permitted fees charged by
marketplaces, which could adversely impact our revenues.
Our European exchanges currently offer market data products
to customers on a non-discriminatory and reasonable
commercial basis. The MiFID II/MiFIR rules entail that the
price for regulated market data such as pre- and post-trade
data shall be based on cost plus a reasonable margin.
However, these terms are not clearly defined. There is a risk
that a different interpretation of these terms may influence
the fees for European market data products adversely. In
addition, any future actions by European Union institutions
could affect our ability to offer market data products in the
same manner as today, thereby causing an adverse effect on
our market data revenues.
We are subject to litigation risks, risks from compliance
obligations and associated enforcement risks, and other
liabilities.
Many aspects of our business potentially involve substantial
liability risks. Although under current law we are immune
from private suits arising from conduct within our regulatory
authority and from acts and forbearances incident to the
exercise of our regulatory authority, this immunity only
covers certain of our activities in the U.S., and we could be
exposed to liability under national and local laws, court
decisions and rules and regulations promulgated by
regulatory agencies.
We face risks related to compliance with economic sanctions
(including those administered by the U.S. Office of Foreign
Assets Control), export controls, corruption (including the
U.S. Foreign Corrupt Practices Act) and money laundering.
While we maintain compliance programs to prevent and
detect potential violations, such programs cannot completely
eliminate the risk of non-compliance. Since our Financial
Crime Management Technology and surveillance solutions
are important offerings, a significant compliance event
involving one of these areas could more negatively impact
our business than a comparable business without this service
offering.
Liability could also result from disputes over the terms of a
trade, claims that a system failure or delay cost a customer
money, claims we entered into an unauthorized transaction or
claims that we provided materially false or misleading
statements in connection with a securities transaction.
Although we carry insurance that may limit our risk of
damages in some cases, we still may incur significant legal
expenses and may sustain uncovered losses or losses in
excess of available insurance that would affect our business,
financial condition and results of operations.
We have self-regulatory obligations and also operate for-
profit businesses, and these two roles may create conflicts
of interest.
We have obligations to regulate and monitor activities on our
markets and ensure compliance with applicable law and the
rules of our markets by market participants and listed
companies. In the U.S., some have expressed concern about
potential conflicts of interest of “for-profit” markets
performing the regulatory functions of an SRO. We perform
regulatory functions and bear regulatory responsibility related
to our listed companies and our markets. Any failure by us to
diligently and fairly regulate our markets or to otherwise
fulfill our regulatory obligations could significantly harm our
reputation, prompt SEC scrutiny and adversely affect our
business and reputation.
Our Nordic and Baltic exchanges monitor trading and
compliance with listing standards in accordance with the
European Union’s Market Abuse Regulation and other
applicable laws. Any failure to diligently and fairly regulate
the Nordic and Baltic exchanges could significantly harm our
reputation, prompt scrutiny from regulators and adversely
affect our business and reputation.
Laws and regulations regarding security and safeguarding
of our systems and services, protection of sensitive customer
data and the handling of personal data and information
may affect our services or result in increased costs, legal
claims or fines against us.
Our business operates certain systems that may be considered
“critical infrastructure” under certain regulations and licenses
or sells certain systems or services to customers that are used
by customers in their role as providers of critical
infrastructure or to fulfill certain core business requirements
or process certain sensitive data. New cybersecurity, privacy,
27
data sovereignty, and resiliency regulations may impact the
requirements and cost of delivery for impacted systems and
services and, in the event of an incident, increase the cost and
complexity of our response and the potential financial and
reputation impact from fines or private litigation. These
regulations may also impact customer decision making and
conditions on contracting for our services.
Our businesses and internal operations rely on the processing
of data in many jurisdictions and the movement of data,
including personal data, across national borders. Legal and
contractual requirements relating to the processing, including,
but not limited to, collection, storage, handling, use,
disclosure, transfer and security, and brokering, of personal
data continue to evolve and regulatory scrutiny and customer
requirements in this area are increasing around the world.
Significant uncertainty exists as privacy and data protection
laws may be interpreted and applied differently across
jurisdictions and may create inconsistent or conflicting
requirements with privacy and other laws to which we are
subject.
Laws and regulations such as the European Union and United
Kingdom General Data Protection Regulation, the California
Privacy Rights Act and other comparable laws and
regulations adopted globally and within the United States and
Canada can apply to our processing of their residents ’
personal data by Nasdaq legal entities regardless of the
location of such entities; such laws may also require our
customers located in such jurisdictions to contractually
obligate our compliance.
In addition to directly applying to some of our business
activities, these laws and industry-specific regulations, such
as the Health Insurance Portability and Accountability Act
and the Gramm-Leach-Bliley Act, impact many of our
customers, which may affect their decisions to purchase our
services. As a supplier to such customers, regulators may
engage in direct enforcement actions or seek to impose
liability on us if we do not comply with applicable
regulations. Our efforts to comply with privacy and data
protection laws may entail substantial expenses, may divert
resources from other initiatives and projects, and could
impact the services that we offer. The enactment of more
restrictive laws, rules or regulations, future enforcement
actions or investigations, or the creation of new rights to
pursue damages could impact us through increased costs or
restrictions on our business, and noncompliance could result
in regulatory penalties and significant legal liability.
Changes in tax laws, regulations or policies could have a
material adverse effect on our financial results.
Changes in tax laws, regulations, trade policies or other
policies could result in us having to pay higher taxes or
operating expenses, which may reduce our net income, or
could adversely affect our ability to continue our capital
allocation program, purchase additional energy tax credits or
effect strategic transactions in a tax-favorable manner. In
addition, such changes, including federal or state financial
transaction taxes, may increase the cost of our offerings or
services, which may cause our clients to reduce their use of
our services. Any changes to laws, regulations, policies or
other legal restrictions regarding the employment, staffing,
supervision or business activities of international or non-U.S.
citizen employees of U.S. companies may adversely affect
our results of operations.
Some of our subsidiaries are subject to tax in the jurisdictions
in which they are organized or operate, and in computing our
tax obligation in these jurisdictions, we take various tax
positions. We cannot ensure that upon review of these
positions, the applicable authorities will agree with our
positions. A successful challenge by a tax authority could
result in additional taxes imposed on our clients or our
subsidiaries.
RISKS RELATED TO INTELLECTUAL PROPERTY
AND BRAND REPUTATION
Damage to our reputation or brand name could have a
material adverse effect on our businesses.
One of our competitive strengths is our strong reputation and
brand name. Various issues may give rise to reputational risk,
including issues relating to:• our ability to maintain the security of our data and systems;• the quality and reliability of our technology platforms and
systems;• the ability to fulfill our regulatory obligations;• the ability to execute our business plan, key initiatives or
new business ventures and the ability to keep up with
changing customer demand;• the representation of our business in the media;• the accuracy of our financial statements, other financial
and statistical information or sustainability-related
disclosures;
• the accuracy of our financial guidance or other information
provided to our investors;• the quality of our corporate governance structure;• the quality of our products the reliability of our solutions
and the accuracy of our information and data offerings;
• the quality of our disclosure controls or internal controls
over financial reporting, including any failures in
supervision;• extreme price volatility on our markets;• any negative publicity surrounding our listed companies or
our listing rules;
• any negative publicity surrounding the use of our products
and/or services by our customers, including in connection
with emerging asset classes such as crypto assets; and
• any misconduct, fraudulent activity or theft by our
employees or other persons formerly or currently
associated with us.28Negative publicity or misrepresentations by third parties,
particularly on social media, may adversely impact our
credibility as a leader in the global capital markets and as a
source for data and analytics. This may have an adverse
effect on our brands, business and operating results. Damage
to our reputation could cause some issuers not to list their
securities on our exchanges or switch to a different exchange.
Reputational damage may also reduce trading volumes or
values on our exchanges or cause us to lose customers. This
may have a material adverse effect on our business, financial
condition and operating results.
Failure to meet customer expectations or deadlines for the
implementation of our products could result in negative
publicity, losses and reduced sales, each of which may harm
our reputation, business and results of operations.
We generally mutually agree with our customers on the
duration, budget and costs associated with the
implementation of certain of our products, particularly our
market technology large-scale market infrastructure projects.
Various factors may cause implementations to be delayed,
inefficient or otherwise unsuccessful, including due to
unforeseen project complexities, our deployment of
insufficient resources or other external factors. The effects of
a failure to meet an implementation schedule could include
monetary credits for current or future service engagements, a
reduction in fees for the project, or the expenditure of
additional expenses to mitigate such delays. In addition, time-
consuming implementations may also increase the personnel
we must allocate to such customer, thereby increasing our
costs and diverting attention from other projects.
Unsuccessful, lengthy, or costly customer implementation
projects could result in claims from customers, decreased
customer satisfaction, harm to our reputation, and
opportunities for competitors to displace us, each of which
could have an adverse effect on our reputation, business and
results of operations.
Our reputation or business could be negatively impacted by
evolving and conflicting stakeholder expectations regarding
sustainability matters and our reporting of such matters.
We communicate certain sustainability-related initiatives,
goals, and/or commitments regarding environmental matters,
social matters, vendors and suppliers and other matters in our
annual Sustainability Report, Task Force on Climate-related
Financial Disclosures Report, on our website, in our filings
with the SEC and elsewhere. These goals or commitments
could be difficult to achieve and costly to implement.
Stakeholder expectations regarding sustainability matters are
evolving and can be divergent, with some stakeholders
demanding more action and disclosure while others oppose
such efforts. In addition, we could be criticized for the
timing, scope or nature of these initiatives, goals, or
commitments, or for any revisions to them. We could be
subject to litigation or regulatory enforcement actions
regarding the accuracy, adequacy, or completeness of our
sustainability-related disclosures. Our actual or perceived
failure to achieve, or stakeholder dissatisfaction of, our
sustainability-related goals or commitments could negatively
impact our reputation or otherwise materially harm our
business.
Failure to protect our IP rights, or allegations that we have
infringed on the IP rights of others, could harm our brand-
building efforts and ability to compete effectively.
To protect our IP rights, we rely on a combination of
trademark laws, copyright laws, patent laws, trade secret
protection, confidentiality agreements and other contractual
arrangements with our affiliates, clients, strategic partners,
employees and others. However, the efforts we have taken to
protect our IP and proprietary rights might not be sufficient,
or effective, at stopping unauthorized use of those rights. We
may be unable to detect the unauthorized use of, or take
appropriate steps to enforce, our IP rights.
We have registered, or applied to register, our trademarks in
the United States and in over 50 foreign jurisdictions and
have pending U.S. and foreign applications for other
trademarks. We also maintain copyright protection for
software products and pursue patent protection for inventions
developed by us. We hold a number of patents, patent
applications and licenses in the United States and other
foreign jurisdictions. However, effective trademark,
copyright, patent and trade secret protection might not be
available or cost-effective in every country in which we offer
our services and products. Moreover, changes in patent law,
regulation or practices at the U.S. Patent and Trademark
Office and/or analogous offices in other jurisdictions, such as
changes in the law regarding patentable subject matter, could
also impact our ability to obtain patent protection for our
innovations. The scope of protection under our patents may
not be sufficient in some cases, or existing patents may be
deemed invalid or unenforceable. Failure to protect our IP
adequately could harm our brand and affect our ability to
compete effectively. Further, defending our IP rights could
result in the expenditure of significant financial and
managerial resources.
Third parties may assert IP rights claims against us, which
may be costly to defend, could require the payment of
damages and could limit our ability to use certain
technologies, trademarks or other IP. Any IP claims, with or
without merit, could be expensive to litigate or settle and
could divert management resources and attention. Successful
challenges against us could require us to modify or
discontinue our use of technology or business processes
where such use is found to infringe or violate the rights of
others, or require us to purchase licenses from third parties,
any of which could adversely affect our business, financial
condition and operating results.
29GENERAL RISK FACTORSWe are a holding company that depends on cash flow from
our subsidiaries to meet our obligations, and any
restrictions on our subsidiaries’ ability to pay dividends or
make other payments to us may have a material adverse
effect on our results of operations and financial condition.
As a holding company, we require dividends and other
payments from our subsidiaries to meet cash requirements.
Minimum capital requirements mandated by regulatory
authorities having jurisdiction over some of our regulated
subsidiaries indirectly restrict the amount of dividends that
can be paid upstream.
If our subsidiaries are unable to pay dividends and make
other payments to us when needed, or if regulators or
counterparties require us to increase capital deployed in
certain of our regulated subsidiaries, we may be unable to
satisfy our obligations, which would have a material adverse
effect on our business, financial condition and operating
results.
We may experience f luctuations in our operating results,
which may adversely affect the market price of our common
stock.
Our industry is risky and unpredictable and is directly
affected by many national and international factors beyond
our control, including:• economic, political and geopolitical market conditions;• evolving market or customer preferences for solutions
provided locally or outside of the U.S.;
• natural disasters, terrorism, pandemics, war or other
catastrophes;• broad trends in finance and technology;
• changes in price levels and volatility in the stock markets;
• the level and volatility of interest rates;• volatility in commodity markets, including the energy
markets;• inflation;
• disruptions or delays in our supply chains;
• changes in government monetary or tax policy;• the imposition of governmental economic sanctions or
tariffs, on countries in which we do business or where we
plan to expand our business or sell our products and
services; and
• the perceived attractiveness of the U.S. or European capital
markets.
Any one of these factors could have a material adverse effect
on our business, financial condition and operating results by
causing a substantial decline in the financial services markets
and reducing trading volumes or values.
Additionally, since borrowings under our credit facilities bear
interest at variable rates and commercial paper is issued at
prevailing interest rates, any increase in interest rates on debt
that we have not fixed using interest rate hedges will increase
our interest expense, reduce our cash flow or increase the
cost of future borrowings or refinancings. Other than variable
rate debt, we believe our business has relatively large fixed
costs and low variable costs, which magnifies the impact of
revenue fluctuations on our operating results. As a result, a
decline in our revenue may lead to a relatively larger impact
on operating results. A substantial portion of our operating
expenses is related to personnel costs, regulation and
corporate overhead, none of which can be adjusted quickly
and some of which cannot be adjusted at all. Our operating
expense levels are based on our expectations for future
revenue. If actual revenue is below management’s
expectations, or if our expenses increase before revenues do,
both revenues less transaction-based expenses and operating
results would be materially and adversely affected. Because
of these factors, it is possible that our operating results or
other operating metrics may fail to meet the expectations of
stock market analysts and investors. If this happens, the
market price of our common stock may be adversely affected.
Our operational processes are subject to the risk of error,
which may result in financial loss or reputational damage.
We have instituted extensive controls to reduce the risk of
error inherent in our operations; however, such risk cannot
completely be eliminated. Our businesses are highly
dependent on our ability to process and report, on a daily
basis, a large number of transactions across numerous and
diverse markets. Some of our operations require complex
processes, and the introduction of new products or services or
changes in processes or reporting due to regulatory
requirements may result in an increased risk of errors for a
period after implementation. Additionally, the likelihood of
such errors or vulnerabilities is heightened as we acquire new
products from third parties, whether as a result of
acquisitions or otherwise.
Data, other content or information that we distribute may
contain errors or be delayed, causing reputational harm. Use
of our products and services as part of the investment process
creates the risk that clients, or the parties whose assets are
managed by our clients, may pursue claims against us in the
event of such delay or error, and significant litigation against
us might unduly burden management, personnel, financial
and other resources.
In addition, the sophisticated software we sell to our
customers may contain undetected errors or vulnerabilities,
some of which may be discovered only after delivery, or
could fail to perform its intended purpose. Because our
clients depend on our solutions for critical business functions,
any service interruptions, failures or other issues may result
in lost or delayed market acceptance and lost sales, or
negative customer experiences that could damage our
reputation, resulting in the loss of customers, loss of revenues
and liability for damages, which may adversely affect our
business, operating results and financial condition.30Climate and weather related risk may have an adverse
impact on our business, while simultaneously, we face
reputational, regulatory and financial risks related to our
ability to respond to diverse stakeholder expectations and
requirements on climate, weather, and other sustainability-
related topics.
Climate related events, including extreme weather events and
their impact on the critical infrastructure in the U.S. and
elsewhere, have the potential to disrupt our business or the
business of our clients and/or suppliers.
Additionally, there is an increased focus from our regulators,
investors, clients, employees, and other stakeholders
concerning corporate citizenship, greenhouse gas emissions
reduction and sustainability matters, including proposed or
adopted laws, regulations or policies on sustainability-related
topics that diverge from, or potentially conflict with, laws in
other jurisdictions in which we operate. For example, new
laws, regulations and policies are being developed in Europe
and elsewhere globally that may require us to comply with
specific, target-driven frameworks, disclosure and other
requirements in multiple jurisdictions. Changing legal
requirements, policies and stakeholder expectations have
resulted in, and are likely to continue to result in, increased
general and administrative expenses and management time
and attention to comply with, or meet, those regulations and
expectations, which could result in fines or other penalties
and adversely affect our business, reputation, financial
condition and operating results.
Our businesses operate in various international markets,
which are subject to political, economic and social
uncertainties.
Our businesses operate in various international markets,
including but not limited to Northern Europe, the Baltics, the
Middle East, Latin America, Africa and Asia, and our
operations are subject to the risks inherent in the international
economy. Political, economic or social events or
developments in one or more of our non-U.S. locations or in
the U.S. arising from such international developments, such
as limitations imposed on securing new listings on our
exchanges, constraints on data sharing with a U.S. based
company, a reduced interest in providing operational support
between certain regions and the U.S., or restrictions on
entering into transactions with new or existing customers,
could adversely affect our sales, operations and financial
results. We have operations in locations that may be subject
to greater political, economic and social uncertainties than
countries with more developed institutional structures, which
may increase our operational risk.
Unforeseen or catastrophic events could interrupt our
critical business functions. In addition, our U.S. and
European businesses are heavily concentrated in particular
areas and may be adversely affected by events in those
areas.
We may incur losses as a result of unforeseen or catastrophic
events, such as terrorist attacks, natural disasters, pandemics,
extreme weather, fire, power loss, telecommunications
failures, human error, theft, sabotage, vandalism, and other
crime. Given our position in the global capital markets and
our brand, we may be more likely than other companies to be
a target for malicious disruption activities or physical attacks
on our senior leadership team and/or our office locations.
In addition, our business operations are heavily concentrated
in the east coast of the U.S.; Stockholm, Sweden; Vilnius,
Lithuania; and St. John, Canada, among other locations. Any
event that impacts either of those geographic areas could
potentially affect our ability to operate our businesses.
We have disaster recovery and business continuity plans and
capabilities for critical systems and business functions to
mitigate the risk of an interruption. However, any
interruption in our critical business functions or systems
could negatively impact our financial condition and operating
results. Additionally, some of our market services and
financial technology customers may lack adequate disaster
recovery solutions to avoid loss of trade flow from a
sustained interruption of our critical systems.
Because we have operations in numerous countries, we are
exposed to currency risk.
We have operations in the U.S., the Nordic and Baltic
countries, Canada, the United Kingdom, Australia and many
other foreign countries. We therefore have significant
exposure to exchange rate movements between the Euro,
Swedish Krona, the Canadian dollar and other foreign
currencies against the U.S. dollar. Significant inflation or
disproportionate changes in foreign exchange rates with
respect to one or more of these currencies could occur as a
result of general economic conditions, acts of war or
terrorism, changes in governmental monetary, trade or tax
policy, changes in local interest rates or other factors. These
exchange rate differences will affect the translation of our
non-U.S. results of operations, interest expense and financial
condition into U.S. dollars as part of the preparation of our
consolidated financial statements.
If our risk management methods are not effective, our
business, reputation and financial results may be adversely
affected.
We utilize widely-accepted methods to identify, assess,
monitor and manage our risks. Nasdaq’s Global Risk
Management Committee, which is composed of senior
executives, has the responsibility for overseeing the risk
management methods, regularly reviewing risks and referring
significant risks to the board of directors or specific board
committees. Local risk management committees in our
international offices provide local risk oversight and
escalation to local boards, as appropriate. The rapidly
changing environment may limit the effectiveness of our risk
management methods. Certain risk management methods
require subjective evaluation of dynamic information
regarding markets, customers or other matters. That variable
information may not in all cases be accurate, complete, up-to-
date or properly evaluated. If we do not successfully identify,
assess, monitor or manage the risks to which we are exposed,
31
our business, reputation, financial condition and operating
results could be materially adversely affected.
Decisions to declare future dividends on our common stock
will be at the discretion of our board of directors and there
can be no guarantee that we will pay future dividends to our
stockholders.
Our board of directors regularly declares quarterly cash
dividend payments on our outstanding common stock. The
board’s determination to declare dividends will depend upon
our profitability and financial condition, contractual
restrictions, restrictions imposed by applicable law and other
factors that the board deems relevant. Based on an evaluation
of these factors, the board may determine not to declare
future dividends at all or to declare future dividends at a
reduced amount.
Provisions of our certificate of incorporation, by-laws,
exchange rules (including provisions included to address
SEC concerns) and governing law restrict the ownership
and voting of our common stock. In addition, such
provisions could delay or prevent a change in control of us
and entrench current management.
Our organizational documents place restrictions on the voting
rights of certain stockholders. The holders of our common
stock are entitled to one vote per share on all matters to be
voted upon by the stockholders except that no person may
exercise voting rights in respect of any shares in excess of
5% of the then outstanding shares of our common stock. Any
change to the 5% voting limitation would require SEC
approval.
In response to the SEC’s concern about a concentration of
our ownership, the rules of some of our exchange
subsidiaries include a prohibition on any member or any
person associated with a member of the exchange from
beneficially owning more than 20% of our outstanding voting
interests. SEC consent would be required before any investor
could obtain more than a 20% voting interest in us. The rules
of some of our exchange subsidiaries also require the SEC’s
approval of any business ventures with exchange members,
subject to exceptions.
Our organizational documents contain provisions that may be
deemed to have an anti-takeover effect and may delay, deter
or prevent a change of control of us, such as a tender offer or
takeover proposal that might result in a premium over the
market price for our common stock. Additionally, certain of
these provisions make it more difficult to bring about a
change in the composition of our board of directors, which
could result in entrenchment of current management.Our certificate of incorporation and by-laws:
• do not permit stockholders to act by written consent;• require certain advance notice for director nominations and
actions to be taken at annual meetings; and
• authorize the issuance of undesignated preferred stock, or
“blank check” preferred stock, which could be issued by
our board of directors without stockholder approval.
Finally, many of the European countries where we operate
regulated entities require prior governmental approval before
an investor acquires 10% or greater of our common stock .
Item 7 · Management's Discussion & Analysis
+2075 paragraphs −395 paragraphs ~395 changed
FY 2024-12-31 (earlier)
FY 2025-12-31 (later)
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis of the financial
condition and results of operations of Nasdaq refers to the
year over year comparison for the fiscal years ended
December 31, 2025 and 2024 and should be read in
conjunction with our consolidated financial statements and
related notes included in this Form 10-K, as well as the
discussion under “Part I, Item 1A. Risk Factors.” For further
discussion of our growth strategy, products and services, and
competitive strengths, see “Part I, Item 1. Business.” For a
similar discussion comparing the fiscal years ended
December 31, 2024 and 2023, refer to “Part II, Item 7.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2024,
which was previously filed with the SEC on February 21,
2025.
Certain percentages and per share amounts herein may not
sum or recalculate due to rounding.EXECUTIVE OVERVIEWNasdaq is a leading technology platform that powers the
world’s economies. We architect the infrastructure of the
world’s most modern markets, power the innovation
economy, and build trust in the financial system. We
empower economic opportunity by designing and deploying
the technology, data, and advanced analytics that enable our
clients to capture opportunities, navigate risk, and strengthen
resilience.
We manage, operate and provide our products and services in
three business segments: Capital Access Platforms, Financial
Technology and Market Services.
2025 Highlights
• Nasdaq extended its listing leadership in 2025 and
achieved its seventh consecutive year as the top U.S.
exchange by proceeds raised.
• In 2025, U.S. operating company IPOs on Nasdaq raised
over $24 billion in proceeds. In 2025, Nasdaq set a record
for listing transfers, with $1.2 trillion in annual switches
for the first time including the largest exchange transfer on
record.
• Index achieved record net inflows of $ 99 billion in 2025,
and exited the year with ETP AUM of $ 882 billion, an all-
time high. Nasdaq launched 122 new Index products in
2025, with nearly half of the launches being international
products and 32 new products in the institutional insurance
annuity space.
• The Financial Technology segment delivered 14% growth
in ARR and revenue, reflecting an increase in new clients,
cross-sells and upsells.
• Market Services delivered record revenue , reflecting
strength across U.S. cash equities and U.S. equities options
volumes in 2025.Macroeconomic environmentOur business performance can be positively or negatively
impacted by a number of factors, including general economic
conditions, the geopolitical environment, current or expected
inflation, interest rate fluctuations, the threat or imposition of
broad-based tariffs, market volatility, changes in investment
patterns and priorities, regulatory changes, pandemics and
other factors that are generally beyond our control. F or
example, higher overall U.S. trading volumes in 2025 as
compared to 2024 led to an increase in our U.S. equities
options and U.S. cash equities revenues. Market factors also
contributed to higher valuations in N asdaq Indices, higher
overall volumes in Index derivatives and an improving IPO
landscape . To the extent that global or national economic
conditions weaken and result in slower growth or recessions,
our business may be negatively impacted.Nasdaq ’ s Operating ResultsThe following table summarizes our financial performance
for the year ended December 31, 2025 compared to the same
period in 2024 and for the year ended December 31, 2024
compared to the same period in 2023. The comparability of
our results of operations between reported periods is
primarily impacted by our acquisition of Adenza in
November 2023. See Note 4, “Acquisition and Divestitures,”
to the consolidated financial statements for further
discussion. For a detailed discussion of our results of
operations, see “Segment Operating Results” below.Year Ended December 31,
Percentage Change2025
2024
2023
2025 vs.
2024
2024 vs.
2023
(in millions, except per share
amounts)
Revenues less
transaction-
based
expenses
$ 5,249
$ 4,649
$ 3,895
12.9 %
19.4 %
Operating
expenses
2,918
2,851
2,317
2.3 %
23.0 %
Operating
income
$ 2,331
$ 1,798
$ 1,578
29.7 %
13.9 %
Net income
attributable
to Nasdaq
$ 1,788
$ 1,117
$ 1,059
60.1 %
5.5 %
Diluted
earnings per
share
$ 3.09
$ 1.93
$ 2.08
60.3 %
(7.4) %
Cash
dividends
declared per
common
share
$ 1.05
$ 0.94
$ 0.86
11.7 %
9.3 %37In countries with currencies other than the U.S. dollar,
revenues and expenses are translated using monthly average
exchange rates. Impacts on our revenues less transaction-
based expenses and operating income associated with
fluctuations in foreign currency are discussed in more detail
under “Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.”
As discussed above, i n October 2025, we sold our Solovis
business, previously included in our Capital Access
Platforms segment. Revenues, ARR and quarterly annualized
SaaS revenues related to our Solovis business has been
reclassified to “ Other ” for all periods presented to facilitate
comparability.
The following ch art summarizes our ARR ( in millions ):
* In the chart above, Other for 4Q23 and 4Q24 includes $25
million and $28 million, respectively.
ARR for a given period is the current annualized value
derived from subscription contracts with a defined contract
value. This excludes contracts that are not recurring, are one-
time in nature, or where the contract value fluctuates based
on defined metrics. ARR is currently one of our key
performance metrics to assess the health and trajectory of our
recurring business. ARR does not have any standardized
definition and is therefore unlikely to be comparable to
similarly titled measures presented by other companies. ARR
should be viewed independently of revenue and deferred
revenue and is not intended to be combined with or to replace
either of those items. For AxiomSL and Calypso recurring
revenue contracts, the amount included in ARR is consistent
with the amount that we invoice the customer during the
current period. Additionally, for AxiomSL and Calypso
recurring revenue contracts that include annual values that
increase over time, we include in ARR only the annualized
value of components of the contract that are considered
active as of the date of the ARR calculation. We do not
include the future committed increases in the contract value
as of the date of the ARR calculation. ARR is not a forecast
and the active contracts at the end of a reporting period used
in calculating ARR may or may not be extended or renewed
by our customers.The ARR chart includes:
▪
Capital Access Platforms
◦Proprietary market data subscriptions and
annual listing fees within our Data & Listing
Services business◦Index data subscriptions and guaranteed
minimum on futures contracts within our Index
business◦Subscription contracts under our Workflow &
Insights business▪
Financial Technology
◦Subscription contracts excluding non-recurring
professional services.
▪
Other includes ARR related to our Solovis business
divested in October 2025.
38
The following chart summarizes our quarterly annualized
SaaS revenues for December 31, 2025 , 2024 and 2023 (in
millions):
* In the chart above, Other for 4Q23 and 4Q24 includes $25
million and $28 million, respectively.SEGMENT OPERATING RESULTS
The following table presents our revenues by segment:Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Capital
Access
Platforms
$ 2,137
$ 1,945
$ 1,744
9.9 %
11.5 %
Financial
Technology
1,850
1,621
1,099
14.1 %
47.5 %
Market
Services
4,214
3,771
3,156
11.7 %
20.9 %
Other
revenues
61
63
65
(4.1) %
(3.1) %
Total
revenues
$ 8,262
$ 7,400
$ 6,064
11.6 %
22.0 %
Transaction
rebates
(2,572)
(2,026)
(1,838)
26.9 %
10.2 %
Brokerage,
clearance
and
exchange
fees
(441)
(725)
(331)
(39.1) %
119.1 %
Total
revenues
less
transaction-
based
expenses
$ 5,249
$ 4,649
$ 3,895
12.9 %
19.4 %
The following charts present our Capital Access Platforms,
Financial Technology and Market Services segments as a
percentage of our total revenues, less transaction-based
expenses.Capital Access PlatformsThe following tables present revenues and ARR from our
Capital Access Platforms segment:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Data & Listing
Services
$ 804
$ 754
$ 749
6.7 %
0.7 %
Index
827
706
528
17.1 %
33.7 %
Workflow &
Insights
506
485
467
4.4 %
3.9 %
Total Capital
Access
Platforms
$ 2,137
$ 1,945
$ 1,744
9.9 %
11.5 %As of December 31,2025
2024
2023
ARR (in millions)
$ 1,340
$ 1,240
$ 1,210
39Data & Listing Services RevenuesThe following tables present key drivers from our Data &
Listing Services business:Year Ended December 31,IPOs2025
2024
2023
The Nasdaq Stock Market
281
180
130
Operating company
155
130
103
SPACs
126
50
27
Exchanges that comprise
Nasdaq Nordic and Nasdaq
Baltic
19
14
7Total new listingsThe Nasdaq Stock Market
784
463
330
Exchanges that comprise
Nasdaq Nordic and Nasdaq
Baltic
27
31
23
As of December 31Number of listed companies2025
2024
2023
The Nasdaq Stock Market
4,480
4,075
4,044
Exchanges that comprise
Nasdaq Nordic and Nasdaq
Baltic
1,119
1,174
1,218
ARR (in millions)
$ 764
$ 691
$ 682
In the tables above:
• The number of total listed companies on The Nasdaq Stock
Market for the years ended December 31, 2025 , 2024 and
2023 included 1,112 , 768 and 600 ETPs, respectively.
• IPOs, new listings (which includes IPOs) and total listed
companies for exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic represent companies listed on the Nasdaq
Nordic and Nasdaq Baltic exchanges and companies listed
on the alternative markets of Nasdaq First North.
Data & Listing Services revenues increased for the year
ended December 31, 2025 compared with the same period in
2024 due to new data sales, usage and pricing, increased
annual listings revenues due to new listings and the favorable
impact from changes in foreign currency rates, partially
offset by delistings .Index RevenuesThe following table presents key drivers from our Index
business:As of or
Year Ended December 31,2025
2024
2023
Number of licensed ETPs
451
401
364
TTM change in period end ETP AUM
tracking Nasdaq indices (in billions)
Beginning balance
$ 647
$ 473
$ 315
Net appreciation
136
110
128
Net impact of ETP
sponsor switches
—
(16)
(1)
Net inflows
99
80
31
Ending balance
$ 882
$ 647
$ 473
Annual average ETP AUM
tracking Nasdaq indices
(in billions)
$ 740
$ 558
$ 396
ARR (in millions)
$ 81
$ 76
$ 72
In the table above, TTM represents trailing twelve months.
Index revenues increased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to higher average AUM in exchange traded products linked
to Nasdaq indices and growth in trading volumes. The
increase in 2025 is partially offset by a $16 million one-time
item recognized in the first quarter of 2024 related to a legal
settlement to recoup revenue.Workflow & Insights RevenuesThe following table presents key drivers from our Workflow
& Insights busin ess:As of orYear Ended December 31,
2025
2024
2023(in millions)ARR
$ 495
$ 473
$ 456
Quarterly annualized SaaS
revenues
425
403
386
Workflow & Insights revenues increased for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to an increase in analytics revenues, largely
driven by eVestment and Nasdaq Data Link sales growth.
40Financial TechnologyThe following table presents revenues from our Financial
Technology segment:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Financial
Crime
Management
Technology
$ 331
$ 273
$ 223
21.5 %
22.2 %
Regulatory
Technology
428
352
212
21.5 %
66.3 %
Capital
Markets
Technology
1,091
996
664
9.5 %
50.0 %
Total Financial
Technology
$ 1,850
$ 1,621
$ 1,099
14.1 %
47.5 %Financial Crime Management Technology RevenuesThe following table presents key drivers for our Financial
Crime Management Technology business:As of orYear Ended December 31,
2025
2024
2023(in millions)ARR and Quarterly annualized
SaaS revenues
$ 329
$ 278
$ 226
F inancial Crime Management Technology revenues
increased for the year ended December 31, 2025 compared
with the same period in 2024 primarily due to higher
subscription revenues from new and existing clients and
higher professional services fees .Regulatory Technology RevenuesThe following table presents key drivers for our Regulatory
Technology business:As of orYear Ended December 31,
2025
2024
2023(in millions)ARR
$ 407
$ 354
$ 325
Quarterly annualized SaaS
revenues
239
191
165
Regulatory Technology revenues increased for the year
ended December 31, 2025 compared with the same period in
2024 primarily due to increased subscription revenues from
our AxiomSL and Surveillance solutions driven by new sales
and price increases to existing clients and revenue from new
clients. The increase was also driven by a one-tim e revenue
reduction recognized in the third quarter of 2024 related to a
purchase accounting adjustment. See Note 3, “Revenue from
Contracts with Customers,” to the consolidated financial
statements for discussion on the measurement period
adjustment.Capital Markets Technology RevenuesThe following table presents key drivers for our Capital
Markets Technology business:As of orYear Ended December 31,
2025
2024
2023(in millions)ARR
$ 975
$ 868
$ 799
Quarterly annualized SaaS
revenues
156
134
108
Capital Markets Technology revenues increased for the year
ended December 31, 2025 compared with the same period in
2024. The increase was primarily due to higher revenues
related to data center growth and higher subscription
revenues from new sales and price increases to existing
clients.Market ServicesThe following table presents revenues from our Market
Services segment:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Market Services
$ 4,214
$ 3,771
$ 3,156
11.7 %
20.9 %Transaction-based expenses:Transaction
rebates
(2,572)
(2,026)
(1,838)
26.9 %
10.2 %
Brokerage,
clearance and
exchange fees
(441)
(725)
(331)
(39.1) %
119.1 %
Total Market
Services, net
$ 1,201
$ 1,020
$ 987
17.7 %
3.4 %
The following table presents net revenues by product from
our Market Services segment:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)U.S. Equity
Derivative
Trading
$ 463
$ 395
$ 374
17.2 %
5.7 %
Cash Equity
Trading
515
430
397
19.9 %
8.3 %
U.S. Tape
plans
139
125
141
11.1 %
(11.5) %
Other
84
70
75
18.9 %
(6.2) %
Total Market
Services, net
$ 1,201
$ 1,020
$ 987
17.7 %
3.4 %
In the preceding tables, Other includes Nordic fixed income
trading & clearing, Nordic derivatives and Canadian cash
equities trading.
41U.S. Equity Derivative TradingThe following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers from our U.S. Equity Derivative
Trading business:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)U.S. Equity
Derivative
Trading
Revenues
$ 1,702
$ 1,428
$ 1,257
19.2 %
13.6 %Section 31 fees47
87
55
(46.1) %
56.9 %Transaction-based expenses:Transaction
rebates
(1,236)
(1,030)
(879)
20.0 %
17.1 %
Section 31
fees
(47)
(87)
(55)
(46.1) %
56.9 %
Brokerage
and
clearance
fees
(3)
(3)
(4)
(8.6) %
(16.5) %
U.S. Equity
Derivative
Trading
Revenues, net
$ 463
$ 395
$ 374
17.2 %
5.7 %
Section 31 fees are recorded as U.S. equity derivative and
U.S. cash equity trading revenues with a corresponding
amount recorded in transaction-based expenses. We are
assessed these fees from the SEC and pass them through to
our customers in the form of incremental fees. Pass-through
fees can increase or decrease due to rate changes by the SEC,
our percentage of the overall industry volumes processed on
our systems, and differences in actual dollar value traded.
Section 31 fees decreased in 2025 compared with the same
period in 2024 primarily due to a decrease in the rate to zero
in the second quarter of 2025. Since the amount recorded in
revenues is equal to the amount recorded as Section 31 fees,
there is no impact on our net revenues.Year Ended December 31,U.S. equity options2025
2024
2023
Total industry average daily volume
(in millions)
55.8
44.4
40.4
Nasdaq PHLX matched market
share
10.3%
10.0%
11.3%
The Nasdaq Options Market
matched market share
3.5%
5.5%
6.1%
Nasdaq BX Options matched
market share
1.6%
2.1%
3.3%
Nasdaq ISE Options matched
market share
6.7%
6.9%
5.9%
Nasdaq GEMX Options matched
market share
3.6%
2.6%
2.4%
Nasdaq MRX Options matched
market share
3.4%
2.7%
2.0%
Total matched market share
executed on Nasdaq’s exchanges
29.1%
29.8%
31.0%
U.S. equity derivative trading revenues and U.S. equity
derivative trading revenues, net increased for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to higher industry trading volumes, partially
offset by lower capture and lower overall U.S. matched
market share executed on Nasdaq’s exchanges.
Transaction rebates, in which we credit a portion of the
execution charge to the market participant, increased for the
year ended December 31, 2025 compared with the same
period in 2024 primarily due to higher industry trading
volumes , partially offset by lower rebate capture rate and
lower overall U.S. matched market share executed on
Nasdaq’s exchanges.Cash Equity Trading RevenuesThe following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers and other metrics from our Cash Equity
Trading business:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Cash Equity
Trading
Revenues
$ 1,847
$ 1,428
$ 1,355
29.4 %
5.4 %
Section 31
fees
366
611
253
(40.0%)
141.7 %Transaction-based expenses:Transaction
rebates
(1,307)
(974)
(939)
34.1%
3.8 %
Section 31
fees
(366)
(611)
(253)
(40.0%)
141.7 %
Brokerage
and
clearance
fees
(25)
(24)
(19)
2.8%
29.5 %
Cash equity
trading
revenues,
net
$ 515
$ 430
$ 397
19.9 %
8.3 %
See the discussion above for an explanation of Section 31
fees for the year ended December 31, 2025 as compared with
the same period in 2024.
42Year Ended December 31,Total U.S.-listed securities2025
2024
2023
Total industry average daily share
volume (in billions)
17.6
12.2
11.0
Matched share volume (in billions)
625.7
479.4
455.6
The Nasdaq Stock Market matched
market share
13.9%
15.1%
15.8%
Nasdaq BX matched market share
0.2%
0.3%
0.4%
Nasdaq PSX matched market share
0.1%
0.2%
0.3%
Total matched market share
executed on Nasdaq’s exchanges
14.2%
15.6%
16.5%
Market share reported to the
FINRA/Nasdaq Trade Reporting
Facility
47.8%
44.3%
36.7%
Total market share
62.0%
59.9%
53.2%Nasdaq Nordic and Nasdaq Baltic securitiesAverage daily number of equity
trades executed on Nasdaq’s
exchanges
710,314
651,455
666,411
Total average daily value of shares
traded (in billions)
$ 5.1
$ 4.5
$ 4.5
Total market share executed on
Nasdaq’s exchanges
72.2%
72.6%
71.0%
Cash equity trading revenues and cash equity trading
revenues, net increased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to higher U.S. and Eur opean industry trading volumes,
partially offset by lower overall U.S. matched market share
executed on Nasdaq's exchange s . Cash equity trading
revenues, net was also partially offset by lower capture.
Transaction rebates increased for the year ended December
31, 2025 compared with the same period in 2024 primarily
due to higher U.S. industry volumes and higher capture ,
partially offset by lower overall U.S. matched market share
executed on Nasdaq’s exchanges. For The Nasdaq Stock
Market and Nasdaq PSX, we credit a portion of the per share
execution charge to the market participant that provides the
liquidity, and for Nasdaq BX, we credit a portion of the per
share execution charge to the market participant that takes the
liquidity.U.S. Tape PlansThe following table presents revenues from our U.S. Tape
plans business:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)U.S. Tape
plans
$ 139
$ 125
$ 141
11.1 %
(11.5) %
U.S. Tape plans revenues increase d for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to higher market share, higher usage volume
and higher one-time industry-wide adjustments.OtherOther includes Nordic fixed income trading and clearing,
Nordic derivatives and Canadian cash equities trading. The
following table presents revenues from our Other business:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Other
$ 84
$ 70
$ 75
18.9 %
(6.2) %
In the preceding tables, Other is presented net of Canadian
cash equity transaction rebates of $29 million , $22 million
and $20 million for the years ended December 31, 2025 ,
2024 and 2023, respectively.
Other revenues increased for the year ended December 31,
2025 compared with the same period in 2024 due to an
increase in Nordic equity derivatives revenues and Canadian
cash equity revenues .Other RevenuesFor the years ended December 31, 2025 and 2024, Other
revenues include revenues related to our Nordic power
futures business and our Solovis business . See Note 4,
“ Acquisition and Divestitures, ” to the consolidated financial
statements for further discussion.EXPENSES
Operating Expenses
The following table presents our operating expenses:Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Compensation and
benefits
$ 1,392
$ 1,324
$ 1,082
5.1%
22.4%
Professional and
contract services
160
152
128
5.2%
18.4%
Technology and
communication
infrastructure
316
281
233
12.3%
20.9%
Occupancy
124
112
129
9.6%
(12.9)%
General,
administrative
and other
75
109
113
(29.8)%
(3.6)%
Marketing and
advertising
65
54
47
20.2%
16.4%
Depreciation and
amortization
632
613
323
3.1%
89.3%
Regulatory
52
55
34
(6.2)%
60.8%
Merger and
strategic
initiatives
60
35
148
72.8%
(76.5)%
Restructuring
charges
42
116
80
(63.5)%
44.3%
Total operating
expenses
$ 2,918
$ 2,851
$ 2,317
2.3%
23.0%43The increase in compensation and benefits expense for the
year ended December 31, 2025 compared with the same
period in 2024 was primarily driven by increased headcount
and higher incentive compensation and the unfavorable
impact from changes in foreign currency rates . The increase
in 2025 compared with the same period in 2024 was partially
offset by a pre-tax charge of $23 million in the first quarter of
2024 resulting from the finalization of the termination of our
pension plan.
Headcount , including employees of non-wholly owned
consolidated subsidiaries, increased to 9,525 employees as of
December 31, 2025 from 9,162 employees as of December
31, 2024 , as we support revenue growth and innovation.
Professional and contract services expense increased for the
year ended December 31, 2025 compared with the same
period in 2024 primarily due to higher consulting fees,
partially offset by lower legal fee accruals.
Technology and communication infrastructure expense
increased for the year ended December 31, 2025 compared
with the same period in 2024 primarily due to increased
investment in technology, particularly our cloud initiatives
and software licensing.
Occupancy expense increased for the year ended December
31, 2025 compared with the same period in 2024 primarily
due to colocation data center growth.
General, administrative and other expense decreased for the
year ended December 31, 2025 compared with the same
period in 2024 primarily due to a gain on extinguishment of
debt recorded for the year ended December 31, 2025 as well
as the change in classification of costs related to the CAT
from general, administrative and other expense to regulatory
expense, beginning in the fourth quarter of 2024. See Note 9,
“Debt Obligations,” to the consolidated financial statements
for further discussion of the gain on extinguishment of debt.
Marketing and advertising expense increased for the year
ended December 31, 2025 compared with the same period in
2024 primarily due to higher marketing expense resulting
from higher IPO activity.
Depreciation and amortization expense increased for the year
ended December 31, 2025 compared with the same period in
2024 due to increased depreciation of capitalized software
projects.
Regulatory expense decreased for the year ended December
31, 2025 compared with the same period in 2024 primarily
due to the settlement of an SFSA fine in 2024, partially offset
by an increase relating to a change in classification of costs
related to the CAT described above.
We have pursued various strategic initiatives and completed
acquisitions and divestitures i n 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 vary based on the size and frequency of
the activities described above. For the years ended December
31, 2025 , and 2024, these costs included Adenza integration
costs and other strategic initiative costs. For the year ended
December 31, 2024, these costs were partially offset by
recognition of a termination fee due to Nasdaq in the second
quarter of 2024 related to the termination of the then
proposed divestiture of our Nordic power futures business.
For the year ended December 31, 2025 , these costs included
a repayment of this fee due to the sale of the Nordic power
futures business to another buyer, as designated in the
settlement agreement.
Restructuring charges decreased for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to the completion of our divisional realignment
program in September 2024.
We further expanded our Adenza restructuring program in
the fourth quarter of 2024 following the achievement of our
initial targets. In connection with this program, we expect to
incur approximately $140 million in pre-tax charges. We
have incurred costs principally related to employee-related
costs, contract terminations, asset impairments and other
related costs and expect to incur additional costs in these
areas in an effort to accelerate efficiencies through location
strategy and enhanced AI capabilities. Actions taken as part
of this program were completed as of December 31, 2025 ,
while certain costs may be recognized in the first half of
2026. We have achieved benefits primarily in the form of
expense synergies with over $160 million net expense
synergies actioned through December 31, 2025 .
For further discussion related to both programs described
above, see Note 20, “Restructuring Charges,” to the
consolidated financial statements.
44Non-Operating Income and ExpensesThe following table presents our non-operating income and
expenses:
Year Ended December 31,
Percentage Change
2025
202420232025 vs.
2024
2024 vs.
2023(in millions)Interest income
$ 39
$ 28
$ 115
37.5 %
(75.5) %
Interest expense
(367)
(414)
(284)
(11.4) %
45.6 %
Net interest
expense
(328)
(386)
(169)
(15.0) %
128.3 %
Net gain on
divestitures
86
—
—
100.0 %
— %
Other income
(loss)
(27)
21
(1)
(224.3) %
(5,232.5) %
Net income
(loss) from
unconsolidated
investees
83
16
(7)
414.8 %
(328.7) %
Total non-
operating
expense
$ (186)
$ (349)
$ (177)
(46.5) %
97.4 %The following table presents our interest expense:Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Interest expense
on debt
$ 354
$ 398
$ 272
(11.2) %
46.3 %
Accretion of
debt issuance
costs and debt
discount
10
13
9
(17.9) %
33.9 %
Other fees
3
3
3
(16.1) %
18.7 %
Interest expense
$ 367
$ 414
$ 284
(11.4) %
45.6 %
Interest income increased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to a higher average cash balance.
Interest expense decreased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to lower outstanding debt following the repayment of our
2025 Notes and the partial repurchases of several series of
outstanding senior unsecured notes. See Note 9, “Debt
Obligations,” to the consolidated financial statements for
further discussion.
Net gains on divestitures for the year ended December 31,
2025 relates to the divestitures of our Solovis business, our
Nordic power futures business and our Nasdaq Risk
Modelling for Catastrophes business. See Note 4,
“Acquisition and Divestitures,” to the consolidated financial
statements for further discussion of these transactions.
Other income (loss) primarily represents realized and
unrealized gains a nd losses from strategic investments related
to our corporate venture program. See “Equity Securities,” of
Note 6, “Investments,” to the consolidated financial
statements for further discussion of these transactions.
Net income (loss) from unconsolidated investees increased
for the year ended December 31, 2025 compared with the
same period in 2024 due to higher income recognized from
our equity method investment in OCC driven by higher
industry volumes. See “Equity Method Investments,” of Note
6, “Investments,” to the consolidated financial statements for
further discussion.Tax MattersThe following table presents our income tax provision and
effective tax rate:
Year Ended December 31,
Percentage Change
2025
2024
2023
2025 vs.
2024
2024 vs.
2023(in millions)Income tax
provision
$ 358
$ 334
$ 344
7.0 %
(2.8) %
Effective tax rate
16.7 %
23.1 %
24.6 %
For further discussion of our tax matters, see Note 17,
“Income Taxes,” to the consolidated financial statements.NON-GAAP FINANCIAL MEASURESIn addition to disclosing results determined in accordance
with U.S. GAAP, we also provide non-GAAP net income
attributable to Nasdaq and non-GAAP diluted earnings per
share in this Annual Report on Form 10-K. 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 our 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 comparative measures. Investors should not
rely on any single financial measure when evaluating our
business. This non-GAAP 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 Annual Report on Form 10-K,
including our consolidated financial statements and the notes
thereto. When viewed in conjunction with our U.S. GAAP
results and the accompanying reconciliation, 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.45We understand that analysts and investors regularly rely on
non-GAAP financial measures, such as non-GAAP net
income attributable to Nasdaq and non-GAAP diluted
earnings per share, to assess operating performance. We use
non-GAAP net income attributable to Nasdaq and non-
GAAP diluted earnings per share 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.
The following table presents reconciliations between U.S.
GAAP net income attributable to Nasdaq and diluted
earnings per share and non-GAAP net income attributable to
Nasdaq and diluted earnings per share:Year Ended December 31,2025
2024
2023
(in millions, except per share
amounts)
U.S. GAAP net income
attributable to Nasdaq
$ 1,788
$ 1,117
$ 1,059Non-GAAP adjustments:Adenza purchase accounting
adjustment
—
34
—
Amortization expense of acquired
intangible assets
487
488
206
Merger and strategic initiatives
expense
60
35
148
Restructuring charges
42
116
80
Lease asset impairments
—
—
25
(Gain) loss on extinguishment of
debt
(18)
4
—
Net gain on divestitures
(86)
—
—
Net (income) loss from
unconsolidated investees
(83)
(16)
7
Legal and regulatory matters
6
20
12Pension settlement charge—
23
9
Other (gain) loss
40
(15)
21
Total non-GAAP adjustments
$ 448
$ 689
$ 508
Total non-GAAP tax adjustments
(113)
(168)
(134)
Other tax adjustments
(109)
(7)
—
Total non-GAAP adjustments,
net of tax
$ 226
$ 514
$ 374
Non-GAAP net income
attributable to Nasdaq
$ 2,014
$ 1,631
$ 1,433
U.S. GAAP effective tax rate
16.7 %
23.1 %
24.6 %
Total adjustments from non-
GAAP tax rate
5.7 %
0.7 %
0.4 %
Non-GAAP effective tax rate
22.4 %
23.8 %
25.0 %
Weighted-average common shares
outstanding for diluted earnings
per share
578.6
579.2
508.4
U.S. GAAP diluted earnings per
share
$ 3.09
$ 1.93
$ 2.08
Total adjustments from non-
GAAP net income
0.39
0.89
0.74
Non-GAAP diluted earnings per
share
$ 3.48
$ 2.82
$ 2.82
We believe that excluding the above items, described further
below, from the non-GAAP net income attributable to
Nasdaq provides a more meaningful analysis of Nasdaq’s
ongoing operating performance and comparisons in Nasdaq’s
performance between periods:
• Adenza purchase accounting adjustment: As discussed in
Note 3, “Revenue from Contracts with Customers,” to the
consolidated financial statements, during the third quarter
of 2024, as part of finalizing the purchase accounting of the
Adenza acquisition, a one-time net revenue reduction of
$32 million was recorded in our Financial Technology
segment, reflecting the net impact of the accounting change
on AxiomSL subscription revenue from the date of the
Adenza acquisition. For purposes of evaluating the
performance of our segments, we have excluded the
reduction of $34 million as this relates to the prior year
impact of this change. We have not excluded the offsetting
$2 million 2024 impact of this change.
• Amortization expense of acquired intangible assets: 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. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
businesses and the relative operating performance of the
businesses between periods.
• Merger and strategic initiatives expense: We have pursued
various strategic initiatives and completed acquisitions and
divestitures in recent years that have resulted in expenses
which would not have otherwise been incurred. The
frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions. These expenses primarily include
integration costs, as well as legal, due diligence and other
third-party transaction costs.
◦ For the years ended December 31, 2025 , and December
31, 2024, these costs included Adenza integration costs
and other strategic initiative costs. For the year ended
December 31, 2024, these costs were partially offset by
the recognition of a termination fee received by Nasdaq
in 2024, related to the termination of the proposed
divestiture of our Nordic power futures business. For the
year ended December 31, 2025 , these costs included a
repayment of this fee due to the sale of the Nordic power
futures business to another buyer, as designated in the
settlement agreement.
• Restructuring charges: In the fourth quarter of 2023,
following the closing of the Adenza acquisition, our
management approved, committed to and initiated a
restructuring program, to optimize our efficiencies as a
combined organization. We further expanded this program
in the fourth quarter of 2024 following the achievement of
our initial targets. Actions taken as part of this program
were completed as of December 31, 2025 , while certain46costs may be recognized in the first half of 2026. In
addition, we completed our divisional realignment program
in September 2024. See Note 20, “Restructuring Charges,”
to the consolidated financial statements for further
discussion of these programs.
• Lease asset impairments: For the year ended December 31,
2023, this included impairment charges related to our
operating lease assets and leasehold improvements
associated with vacating certain leased office space, which
are recorded in occupancy and depreciation and
amortization expense in the Consolidated Statements of
Income.
• Gain/loss on extinguishment of debt: For the year ended
December 31, 2025 we recorded a gain on early
extinguishment of debt and for the year ended December
31, 2024 we recorded a loss on early extinguishment of
debt. These gains and losses were recorded under general,
administrative and other expense in the Consolidated
Statements of Income. See Note 9, “Debt Obligations,” to
the consolidated financial statements for further discussion.
• Net gain on divestitures: For the year ended December 31,
2025 , this includes net gains on divestitures of our Solovis
business , Nordic power futures business and our Nasdaq
Risk Modelling for Catastrophes business. These gains are
net of costs to sell. See Note 4, “Acquisition and
Divestitures,” to the consolidated financial statements for
further discussion of these transactions.
• Net (income) loss from unconsolidated investees : We
exclude our share of the earnings and losses of our equity
method investments. This provides a more meaningful
analysis of Nasdaq’s ongoing operating performance or
comparisons in Nasdaq’s performance between periods.
See “Equity Method Investments,” of Note 6,
“Investments,” to the consolidated financial statements for
further discussion.
• Legal and regulatory matters: For the year ended
December 31, 2025 , this includes accruals relating to
certain legal matters, which are recorded in professional
and contract services i n the Consolidated Statements of
Income. For the year ended December 31, 2024, this
primarily related to the settlement of an SFSA fine, and
accruals related to certain legal matters, which are recorded
in regulatory expense and professional and contract
services in the Consolidated Statements of Income.
• Pension settlement charge: For the years ended December
31, 2024 and 2023, we recorded a pre-tax charge as a result
of settling our U.S. pension plan. The plan was terminated
and partially settled in 2023, with final settlement
occurring during the first quarter of 2024. The pre-tax
charge is recorded in compensation and benefits expense in
the Consolidated Statements of Income.
• Other (gain) loss: For the years ended December 31, 2025
and 2024, other items primarily include net gains and
losses from strategic investments entered into through our
corporate venture program, which are included in other
income (loss) in our Consolidated Statements of Income.
• Total non-GAAP tax adjustments : The non-GAAP
adjustment to the income tax provision for all periods
primarily includes the tax impact of each non-GAAP
adjustment.
• Other tax adjustments: For the years ended December 31,
2025 and 2024, other tax adjustments reflect a tax benefit
related to payments made to certain former Adenza
employee s. For the year ended December 31, 2025 , this
also reflects tax benefits from the revaluation of deferred
tax liabilities to a lower blended state and local tax rate ,
revised state positions related to prior years, the release of
a prior year reserve following a favorable audit settlemen t
and a divestiture in 2025. For the year ended December 31,
2024 , other tax adjustments reflect a one-time net tax
expense of $33 million related to the completion of an
intra-group transfer of certain IP assets to our U.S.
headquarters as well as a tax benefit related to return to
provision adjustments and release of tax reserves due to
lapse in statute of limitations.LIQUIDITY AND CAPITAL RESOURCESHistorically, we have funded our operating activities and met
our commitments through cash generated by operations,
augmented by the periodic issuance of debt. Currently, our
cost and availability of funding remain healthy. We continue
to prudently assess our capital deployment strategy through
balancing internal investments, debt repayments, and
shareholder return activity, including dividends and share
repurchases, and potential acquisitions.
We expect that our current cash and cash equivalents
combined with cash flows provided by operating activities,
supplemented with our borrowing capacity and access to
additional financing, including our revolving credit facility
and our commercial paper program, provides us additional
flexibility to meet our ongoing obligations and the capital
deployment strategic actions described above, while allowing
us to invest in activities and product development that
support the long-term growth of our operations.
Principal factors that could affect the availability of our
internally-generated funds include:
• deterioration of our revenues in any of our business
segments;
• changes in regulatory and working capital requirements;
and• an increase in our expenses.Principal factors that could affect our ability to obtain cash
from external sources include:
• operating covenants contained in our credit facilities that
limit our total borrowing capacity;47• credit rating downgrades, which could limit our access to
additional debt;
• a significant decrease in the market price of our common
stock; and
• volatility or disruption in the public debt and equity
markets.
The following table summarizes selected measures of our
liquidity and capital resources:
December 31, 2025
December 31, 2024(in millions)Working capital
$ 42
$ (116)
Cash and cash equivalents
604
592
Financial investments
28
184
Working Capital
The increase in working capital from December 31, 2024 to
December 31, 2025 , excluding default funds and margin
deposits, which are both equal and offsetting, is primarily due
to a decrease in current liabilities and an increase in current
assets.
Decreased current liabilities were primarily due to:
• a decrease in Section 31 fees payable due to a decrease in
the fee rate, partially offset by
• higher deferred revenue due to higher average billings,
• an increase in other current liabilities,
• an increase in accrued personnel costs , and
• an increase in short-term debt due to the reclassification of
2026 Notes, partially offset by the repayment of the 2025
Notes.
Increased current assets were primarily due to:
• higher restricted cash primarily due to the movement of
regulatory capital to shorter term investments qualifying as
cash equivalents,
• an increase in other current assets, and
• an increase in cash and cash equivalents; partially offset by
• lower financial investments at fair value offset in restricted
cash above, and
• decreased receivables, net due to timing of billings.Cash and Cash EquivalentsCash and cash equivalents includes all non-restricted cash in
banks and highly liquid investments with original maturities
of 90 days or less at the time of purchase. The balance
retained in cash and cash equivalents is a function of
anticipated or possible short-term cash needs, prevailing
interest rates, our investment policy, and alternative
investment choices. As of December 31, 2025 , our cash and
cash equivalents of $604 million were primarily invested in
money market funds, European government debt securities,
bank deposits and state-owned enterprises notes.Repatriation of CashOur cash and cash equivalents held outside of the U.S. in
various foreign subsidiaries totaled $280 million as of
December 31, 2025 and $181 million as of December 31,
2024 . The remaining balance held in the U.S. totaled $324
million as of December 31, 2025 and $411 million as of
December 31, 2024 .
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents, which was $ 210 million
as of December 31, 2025 and $ 31 million as of December 31,
2024 , is restricted from withdrawal due to a contractual or
regulatory requirement or not available for general use and as
such is classified as restricted in the Consolidated Balance
Sheets. The increase in this balance as of December 31, 2025
is primarily due to more regulatory capital being invested in
shorter term investments, which are classified as cash
equivalents, and are included in restricted cash and cash
equivalents in the Consolidated Balance Sheets as of
December 31, 2025 . As of December 31, 2024 , we had more
regulatory capital being invested in longer term investments,
which were classified as financial investments in the
Consolidated Balance Sheets.Cash Flow Analysis
The following table summarizes the changes in cash flows:
Year Ended December 31,2025
2024
Net cash provided by (used in):
(in millions)
Operating activities
$ 2,255
$ 1,939
Investing activities
(1,100)
(953)
Financing activities
(2,953)
(2,561)Net Cash Provided by Operating ActivitiesNet cash provided by operating activities primarily consists
of net income adjusted for certain non-cash items, including,
but not limited to, depreciation and amortization expense,
expense associated with share-based compensation, n et
income from unconsolidated investees, net gain on
divestitures and the effects of changes in working capital.
Refer to the above discussion regarding changes in working
capital.
Net cash provided by operating activities increased $316
million for the year ended December 31, 2025 compared with
the same period in 2024. The increase was primarily driven
by an increase in net income, partially offset by changes in
working capital, as discussed above, and a decrease in
adjustments to net income primarily driven by higher net
income from unconsolidated investees and net gain on
divestitures, partially offset by an increase in deferred income
tax expense .Net Cash Used in Investing ActivitiesNet cash used in investing activities increased for the year
ended December 31, 2025 as compared to 2024 primarily
driven by increases in net purchases of investments related to
default funds and margin deposits of $373 million , purchases48of property and equipment of $59 million and other investing
activities of $46 million primarily related to our corporate
venture program, partially offset by proceeds from sales and
redemption of securities, net of $191 million , primarily due
to more regulatory capital being invested in shorter term
investments, which are classified as cash equivalents, and
proceeds from divestitures of $140 million . The movement in
our default funds and margin deposits has no impact on
Nasdaq's cash, cash equivalents, restricted cash or restricted
cash equivalents as it is held on behalf of our customers.
Net Cash Used in Financing Activities
Net cash used in financing activities increased for the year
ended December 31, 2025 as compared to 2024 primarily
driven by increases in repurchases of common stock of $471
million , an increase in dividends paid of $60 million and an
increase in the repayment of debt of $14 million , resulting
from our continued commitment toward deleveraging. These
increases were partially offset by a decrease in default funds
and margin deposits of $146 million which does not impact
Nasdaq's cash, cash equivalents, restricted cash or restricted
cash equivalents as it relates to customer funds.
See “Default Fund Contributions and Margin Deposits” of
Note 15, “Clearing Operations,” for further discussion of
these balances.
See Note 9, “Debt Obligations,” to the consolidated financial
statements for further discussion of our debt obligations.
See “Share Repurchase Program,” and “Cash Dividends on
Common Stock,” of Note 12, “Nasdaq Stockholders’
Equity,” to the consolidated financial statements for further
discussion of our share repurchase program and cash
dividends declared and paid on our common stock.Financial InvestmentsOur financial investments totaled $28 million as of December
31, 2025 and $184 million as of December 31, 2024 . Of these
securities, $18 million as of December 31, 2025 and $171
million as of December 31, 2024 are assets primarily utilized
to meet regulatory capital requirements, mainly for our
clearing operations at Nasdaq Clearing. See Restricted Cash
and Cash Equivalents above and Note 6, “Investments,” to
the consolidated financial statements for further discussion.Regulatory Capital Requirements
Clearing Operations Regulatory Capital RequirementsWe are required to maintain minimum levels of regulatory
capital for the clearing operations of Nasdaq Clearing. The
level of regulatory capital required to be maintained is
dependent upon many factors, including market conditions
and creditworthiness of the counterparty. As of December 31,
2025 , our required regulatory capital of $158 million was
primarily comprised of cash and cash equivalents that are
included in restricted cash and cash equivalents in the
Consolidated Balance Sheets.Broker-Dealer Net Capital RequirementsOur broker-dealer subsidiaries, Nasdaq Execution Services,
NFSTX, LLC, and Nasdaq Capital Markets Advisory, are
subject to regulatory requirements intended to ensure their
general financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net
capital requirements. As of December 31, 2025 , the
combined required minimum net capital totaled $1 million
and the combined excess capital totaled $25 million ,
substantially all of which is held in cash and cash equivalents
in the Consolidated Balance Sheets. The required minimum
net capital is included in restricted cash and cash equivalents
in the Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital
Requirements
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations and are
required to maintain regulatory capital intended to ensure
their general financial soundness and liquidity. As of
December 31, 2025 , our required regulatory capital of $47
million was primarily invested in cash and cash equivalents,
which is included in restricted cash and cash equivalents in
the Consolidated Balance Sheets and European government
debt securities that are included in financial investments in
the Consolidated Balance Sheets.Other Capital RequirementsWe operate several other businesses which are subject to
local regulation and are required to maintain certain levels of
regulatory capital. As of December 31, 2025 , other required
regulatory capital of $13 million, primarily related to Nasdaq
Central Securities Depository, was primarily invested in
European government debt securities that are included in
financial investments in the Consolidated Balance Sheets and
cash and cash equivalents, which is included in restricted
cash and cash equivalents in the Consolidated Balance
Sheets.Equity and dividends
Share Repurchase ProgramSee “Share Repurchase Program,” of Note 12, “Nasdaq
Stockholders’ Equity,” to the consolidated financial
statements for further discussion of our share repurchase
program, including our ASR agreements.Cash Dividends on Common StockThe following table presents our quarterly cash dividends
paid per common share on our outstanding common stock:
2025
2024
First quarter
$ 0.24
$ 0.22
Second quarter
0.27
0.24
Third quarter
0.27
0.24
Fourth quarter
0.27
0.24
Total
$ 1.05
$ 0.94
See “Cash Dividends on Common Stock,” of Note 12,
“Nasdaq Stockholders’ Equity,” to the consolidated financial
statements for further discussion of the dividends.49
Debt ObligationsOur outstanding debt obligations, by contractual maturity, at December 31, 2025 are as follows (in U.S. Dollar millions) :
n U.S. Notes n Euro Notes
During 2025, we paid $426 million , excluding accrued
interest, to repurchase an aggregate book value of $444
million of our 2026 Notes, 2028 Notes, 2034 Notes and 2052
Notes. We also repaid in full, at maturity, the 2025 Notes for
an aggregate of $400 million .
As of December 31, 2025 , the weighted average interest rate
on our debt obligations was approximately 3.7 % , and for the
year ended December 31, 2025 , the weighted average interest
rate on our debt obligations was approximately 3.81% . This
rate can fluctuate based on changes in foreign currency
exchange rates and changes in the amount and duration of
outstanding debt. See “foreign currency exchange rate risk”
below for further discussion on hedging associated with our
Euro Notes. In addition to the 2022 Revolving Credit
Facility, we also have other credit facilities primarily to
support our Nasdaq Clearing operations in Europe, as well as
to provide a cash pool credit line. These European credit
facilities, which are available in multiple currencies, totaled
$208 million as of December 31, 2025 and $174 million as of
December 31, 2024 in available liquidity, none of which was
utilized.
As of December 31, 2025 , we were in compliance with the
covenants of all of our debt obligations.
See Note 9, “Debt Obligations,” to the consolidated financial
statements for further discussion of our debt obligations.
CONTRACTUAL OBLIGATIONS AND CONTINGENT
COMMITMENTS
Nasdaq has contractual obligations to make future payments
under debt obligations by contract maturity, operating lease
payments, and other obligations. The following table
summarizes material cash requirements for known
contractual and other obligations as of December 31, 2025 ,
and the estimated timing thereof.Payments Due by Period(in millions)
Total
<1 year
1-3
years
3-5
years
5+ years
Debt obligation by
contractual maturity
$ 14,240
$ 760
$ 1,415
$ 1,952
$ 10,113
Operating lease
obligations
638
84
165
146
243
Purchase obligations
1,506
150
260
280
816
Total
$ 16,384
$ 994
$ 1,840
$ 2,378
$ 11,172In the table above:• Debt obligations by contractual maturity include both
principal and interest obligations. For our Euro Notes,
interest is calculated on an actual basis while all other debt
obligations were primarily calculated on a 365-day basis at
the contractual fixed rate multiplied by the aggregate
principal amount as of December 31, 2025 . See Note 9,
“Debt Obligations,” to the consolidated financial
statements for further discussion.
50
• Operating lease obligations represent our undiscounted
operating lease liabilities as of December 31, 2025 , as well
as legally binding minimum lease payments for leases
signed but not yet commenced . See Note 16, “Leases,” to
the consolidated financial statements for further discussion
of our leases.
• Purchase obligations primarily represent minimum
outstanding obligations due under software license
agreements. The balance as of December 31, 2025 is
primarily comprised of our multi-year Amazon Web
Services partnership contract, which we expanded and
extended in the first quarter of 2025. This contract will
benefit both our Financial Technology and Market Services
segments, including their modernization. The expansion of
this contract is not expected to increase our cloud expense
compared to our expectation over the short term or the life
of the contract, and preserves flexibility beyond our
forecast.OFF-BALANCE SHEET ARRANGEMENTS
For discussion of off-balance sheet arrangements see:• Note 15, “Clearing Operations,” to the consolidated
financial statements for further discussion of our non-cash
default fund contributions and margin deposits received for
clearing operations; and
• Note 18, “Commitments, Contingencies and Guarantees,”
to the consolidated financial statements for further
discussion of:◦ Guarantees issued and credit facilities available;
◦ Other guarantees; and
◦ Routing brokerage activities.QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
As a result of our operating, investing and financing
activities, we are exposed to market risks such as interest rate
risk and foreign currency exchange rate risk. We are also
exposed to credit risk as a result of our normal business
activities.
We have implemented policies and procedures to measure,
manage, monitor and report risk exposures, which are
reviewed regularly by management and the board of
directors. We identify risk exposures and monitor and
manage such risks on a daily basis.
We perform sensitivity analyses to determine the effects of
market risk exposures. We may use derivative instruments
solely to hedge financial risks related to our financial
positions or risks that are incurred during the normal course
of business. We do not use derivative instruments for
speculative purposes.Interest Rate RiskWe are subject to the risk of fluctuating interest rates in the
normal course of business. Our exposure to market risk for
changes in interest rates relates primarily to our financial
investments and debt obligations, which are discussed below.
All of our outstanding debt obligations are fixed-rate
obligations. We may enter into transactions that expose us to
interest rate risk, for which we may utilize interest rate
derivatives agreements to manage that risk.Financial InvestmentsAs of December 31, 2025 , our investment portfolio was
primarily comprised of highly rated European government
debt securities, which pay a fixed rate of interest. These
securities are subject to interest rate risk and the fair value of
these securities will decrease if market interest rates increase.
The impact of an immediate increase to market interest rates,
uniformly, by a hypothetical 100 basis points from levels as
of December 31, 2025 , would not have a material impact on
our financial statement s.Debt ObligationsAs of December 31, 2025 , all of our outstanding debt
obligations are fixed-rate obligations. Interest rates on certain
tranches of notes are subject to adjustment to the extent our
debt rating is downgraded below investment grade, as further
discussed in Note 9, “Debt Obligations,” to the consolidated
financial statements. While changes in interest rates will have
no impact on the interest we pay on fixed-rate obligations, we
are exposed to changes in interest rates as a result of the
borrowings under our 2022 Revolving Credit Facility, as this
facility has a variable interest rate. We may also be exposed
to changes in interest rates if there are amounts outstanding
from the sale of commercial paper under our commercial
paper program, which have variable interest rates. As of
December 31, 2025 , there were no outstanding borrowings
under our 2022 Revolving Credit Facility or commercial
paper program .Foreign Currency Exchange Rate RiskWe are subject to foreign currency exchange rate risk. Our
primary transactional exposure to foreign currency
denominated revenues less transaction-based expenses and
operating income for the years ended December 31, 2025 and
2024 is presented in the following tables. The tables below
do not include the offsetting impact of our hedging programs.51Euro
Swedish
Krona
Canadian
Dollar
Other
Foreign
Currencies
U.S.
Dollar(in millions, except currency rate)Year Ended December 31, 2025
Average FX
rate to the
U.S. dollar
1.128
0.102
0.716
#
N/A
Percentage of
revenues less
transaction-
based
expenses
7.7%
3.3%
0.6%
3.5%
84.9%
Percentage of
operating
income
8.6%
(2.8)%
(6.4)%
(9.8)%
110.4%
Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses
$(40)
$(17)
$(3)
$(18)
$—
Impact of a
10% adverse
currency
fluctuation on
operating
income
$(20)
$(7)
$(15)
$(23)
$—
Euro
Swedish
Krona
Canadian
Dollar
Other
Foreign
Currencies
U.S.
Dollar(in millions, except currency rate)Year Ended December 31, 2024
Average FX
rate to the
U.S. dollar
1.082
0.095
0.730
#
N/A
Percentage of
revenues less
transaction-
based
expenses
7.9%
3.4%
0.7%
3.7%
84.3%
Percentage of
operating
income
11.8%
(5.9)%
(7.8)%
(10.5)%
112.4%
Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses
$(37)
$(16)
$(3)
$(17)
$—
Impact of a
10% adverse
currency
fluctuation on
operating
income
$(21)
$(11)
$(14)
$(19)
$—__________
# Represents multiple foreign currency rates.
N/A Not applicable.The adverse impacts shown in the preceding tables should be
viewed individually by currency and not in aggregate, due to
the correlation between changes in exchange rates for certain
currencies.
We may use foreign exchange contracts to hedge a portion of
our forecasted foreign currency denominated revenues and
expenses in the normal course of business. We hedge these
cash flow exposures to reduce the risk that our earnings and
cash flows will be adversely affected by changes in exchange
rates. These foreign exchange contracts are carried at fair
value, with maturities that can range up to 18 months . We
record changes in fair value of these cash flow hedges of
foreign currency denominated revenue and expenses in
accumulated other comprehensive loss in the Consolidated
Balance Sheets, until the forecasted transaction occurs. When
the forecasted transaction affects earnings, or in the event the
underlying forecasted transaction does not occur, or it
becomes probable that it will not occur, we reclassify the
related gain or loss on the cash flow hedge to revenue or
operating expenses, as applicable. As of December 31, 2025 ,
the fair value of our derivatives designated as cash flow
hedging instruments are not material.
Our investments in foreign subsidiaries are exposed to
volatility in currency exchange rates through translation of
the foreign subsidiaries’ net assets or equity to U.S. dollars.
Substantially all of our foreign subsidiaries operate in
functional currencies other than the U.S. dollar. The financial
statements of these subsidiaries are translated into U.S.
dollars for consolidated reporting using a current rate of
exchange, with net gains or losses recorded in accumulated
other comprehensive loss in the Consolidated Balance Sheets.
Our primary exposure to net assets in foreign currencies as of
December 31, 2025 is presented in the following table:
Net Assets
Impact of a 10%
Adverse Currency
Fluctuation(in millions)Swedish Krona
$ 3,340
$ (334)
Norwegian Krone
141
(14)
Canadian Dollar
137
(14)
Australian Dollar
84
(8)
British Pound
78
(8)
In the table above, Swedish Krona i ncludes goodwill of
$2,488 million and intangible assets, net of $511 million .52Our Euro Notes have been designated as a hedge of our net
investment in certain foreign subsidiaries to mitigate the
foreign exchange risk associated with certain investments in
these subsidiaries. Accordingly, the remeasurement of these
notes is recorded in accumulated other comprehensive loss in
the Consolidated Balance Sheets. See Note 9, “Debt
Obligations,” to the consolidated financial statements. We
enter into foreign exchange contracts to hedge a portion of
our net investment in certain foreign subsidiaries. These
foreign exchange contracts are carried at fair value, with
maturities ranging up to eight years, and reported as either an
asset or liability depending on their position as of the balance
sheet date, and accumulated other comprehensive loss in the
Consolidated Balance Sheets. The accumulated gains and
losses associated with these instruments will remain in
accumulated other comprehensive loss until the foreign
subsidiaries are sold or substantially liquidated, at which
point they will be reclassified into earnings.
Credit Risk
Credit risk is the potential loss due to the default or
deterioration in credit quality of customers or counterparties.
We are exposed to credit risk from third parties, including
customers, counterparties and clearing agents. These parties
may default on their obligations to us due to bankruptcy, lack
of liquidity, operational failure or other reasons. We limit our
exposure to credit risk by evaluating the counterparties with
which we make investments and execute agreements. For our
investment portfolio, our objective is to invest in securities to
preserve principal while maximizing yields, without
significantly increasing risk. Credit risk associated with
investments is minimized substantially by ensuring that these
financial assets are placed with governments which have
investment grade ratings, well-capitalized financial
institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed
to credit risk due to the default of trading counterparties in
connection with the routing services it provides for our
trading customers. System trades in cash equities routed to
other market centers for members of our cash equity
exchanges are routed by Nasdaq Execution Services for
clearing to the NSCC. In this function, Nasdaq Execution
Services is to be neutral by the end of the trading day, but
may be exposed to intraday risk if a trade extends beyond the
trading day and into the next day, thereby leaving Nasdaq
Execution Services susceptible to counterparty risk in the
period between accepting the trade and routing it to the
clearinghouse. In this interim period, Nasdaq Execution
Services is not novating like a clearing broker but instead is
subject to the short-term risk of counterparty failure before
the clearinghouse enters the transaction. Once the
clearinghouse officially accepts the trade for novation,
Nasdaq Execution Services is legally removed from trade
execution risk. However, Nasdaq has membership
obligations to NSCC independent of Nasdaq Execution
Services’ arrangements.
Pursuant to the rules of the NSCC and Nasdaq Execution
Services’ clearing agreement, Nasdaq Execution Services is
liable for any losses incurred due to a counterparty or a
clearing agent’s failure to satisfy its contractual obligations,
either by making payment or delivering securities. Adverse
movements in the prices of securities that are subject to these
transactions can increase our credit risk. However, we believe
that the risk of material loss is limited, as Nasdaq Execution
Services’ customers are not permitted to trade on margin and
NSCC rules limit counterparty risk on self-cleared
transactions by establishing credit limits and capital deposit
requirements for all brokers that clear with NSCC.
Historically, Nasdaq Execution Services has never incurred a
liability due to a customer’s failure to satisfy its contractual
obligations as counterparty to a system trade. Credit
difficulties or insolvency, or the perceived possibility of
credit difficulties or insolvency, of one or more larger or
visible market participants could also result in market-wide
credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-
based revenues that are billed to customers on a monthly or
quarterly basis, in arrears. Our potential exposure to credit
losses on these transactions is represented by the receivable
balances in the Consolidated Balance Sheets. We review and
evaluate changes in the status of our counterparties’
creditworthiness. Credit losses such as those described above
could adversely affect our consolidated financial position and
results of operations.
We also are exposed to credit risk through our clearing
operations with Nasdaq Clearing. See Note 15, “Clearing
Operations,” to the consolidated financial statements for
further discussion. Our clearinghouse holds material amounts
of clearing member cash deposits, which are held or invested
primarily to provide security of capital while minimizing
credit, market and liquidity risks. While we seek to achieve a
reasonable rate of return, we are primarily concerned with
preservation of capital and managing the risks associated
with these deposits. As the clearinghouse may remit to the
members interest earned at prevailing market rates, less a
spread, this could include negative or reduced yield due to
market conditions. The following is a summary of the risks
associated with these deposits and how these risks are
mitigated.
• Credit Risk: When the clearinghouse has the ability to hold
cash collateral at a central bank, the clearinghouse utilizes
its access to the central bank system to minimize credit risk
exposures. When funds are not held at a central bank, we
seek to substantially mitigate credit risk by ensuring that
investments are primarily placed in large, highly rated
financial institutions, highly rated government debt
instruments and other creditworthy counterparties.53• Liquidity Risk: Liquidity risk is the risk a clearinghouse
may not be able to meet its payment obligations in the right
currency, in the right place and the right time. To mitigate
this risk, the clearinghouse monitors liquidity requirements
closely and maintains funds and assets in a manner which
minimizes the risk of loss or delay in the access by the
clearinghouse to such funds and assets. For example,
holding funds with a central bank where possible or
investing in highly liquid government debt instruments
serves to reduce liquidity risks.
• Interest Rate Risk: Interest rate risk is the risk that interest
rates rise causing the value of purchased securities to
decline. If we were required to sell securities prior to
maturity, and interest rates had risen, the sale of the
securities might be made at a loss relative to the latest
market price. Our clearinghouse seeks to manage this risk
by making short-term investments of members’ cash
deposits. In addition, the clearinghouse investment
guidelines allow for direct purchases or repurchase
agreements with short dated maturities of high quality
sovereign debt (for example, European government and
U.S. Treasury securities), central bank certificates and
multilateral development bank debt instruments.
• Security Issuer Risk: Security issuer risk is the risk that an
issuer of a security defaults on its payment when the
security matures. This risk is mitigated by limiting
allowable investments and collateral under reverse
repurchase agreements to high quality sovereign,
government agency or multilateral development bank debt
instruments.
CRITICAL ACCOUNTING POLICIES AND
ESTIMATES
The preparation of financial statements and related
disclosures in conformity with U.S. GAAP requires
management to make judgments, assumptions, and estimates
that affect the amounts reported in the consolidated financial
statements and accompanying notes. Note 2, “Summary of
Significant Accounting Policies,” to the consolidated
financial statements describes the significant accounting
policies and methods used in the preparation of the
consolidated financial statements. The accounting policies
described below are significantly affected by critical
accounting estimates. Such accounting policies require
significant judgments, assumptions, and estimates used in the
preparation of the consolidated financial statements, and
actual results could differ materially from the amounts
reported based on these policies .Revenue RecognitionAs part of our on-premises offerings for our AxiomSL,
market technology, and Calypso solutions within our
Financial Technology segment, we enter into long-term
contracts with our customers that contain multiple
performance obligations. These contracts often include
combinations of software licenses, professional services,
PCS, and other services. We allocate the total contract value
to each performance obligation based on relative standalone
selling prices, or SSP. When observable prices are not
available such as, when a product or service is not sold
separately, we estimate SSP using an expected cost-plus-
margin approach. In certain cases, we apply a residual
approach, allocating the remaining transaction price to
undetermined obligations after assigning amounts to those
with observable SSPs.
For AxiomSL on-premises contracts, we account for the
software license and PCS as a single performance obligation.
This is due to the frequent and mandatory regulatory updates
that are integral to the utility of the software. As such,
revenue is recognized ratably over the contract term,
reflecting the continuous transfer of value to the customer.
As part of our on-premises market technology offering, the
performance obligations within our contracts to develop
customized technology solutions generally consist of a
software license and installation service (professional
services), which together form a single distinct performance
obligation, as well as PCS. We have determined that the
software license and installation service are not distinct as the
license and the customized installation service are inputs to
produce the combined output, a functional and integrated
software system. R evenue for this combined performance
obligation is generally recognized over time using costs
incurred to date relative to total estimated costs at completion
to measure progress toward satisfying our performance
obligation. We recognize revenue over time as our customer
controls the asset for which we are creating, our performance
does not create an asset with alternative use, and we have a
right to payment for performance completed to date. We must
estimate total contract costs, which are influenced by factors
such as technical complexity, delivery schedules, and
productivity. These estimates are reviewed and updated at
least quarterly. Any changes in assumptions or estimates are
recognized in the period in which they occur and may
materially impact the timing and amount of revenue and
profit recognized. PCS revenue is recognized ratably over the
support period, reflecting the continuous transfer of services.
Our Calypso on-premises offering typically includes two
distinct performance obligations: a software license and PCS.
Li cense revenue is recognized upfront at the point in time
when the software is made available to the customer as this is
when the customer obtains control and can derive
substantially all benefits from the license. PCS revenue is
recognized over time on a ratable basis over the contract
period beginning on the date that our service is made
available to the customer since the customer receives and
consumes the benefit as Nasdaq provides the service.
Accounting for these contracts requires significant judgment
across several areas. This includes identifying distinct
performance obligations within complex, multi-element
arrangements and determining the SSP for each obligation,
especially when observable pricing is not available. We also
exercise judgment in allocating the transaction price to each
performance obligation based on relative SSP, and in54selecting the appropriate method to measure progress toward
satisfaction of those obligations, such as the input method for
long-term implementation services. If estimated total contract
costs exceed total revenues, we record a provision for the full
expected loss in the period the loss is identified.
Due to the significance of judgment in the estimation process,
as discussed above, changes in assumptions and estimates
may adversely or positively affect financial performance in
future periods.
For further discussion related to recognition of these
revenues, see “Revenue From Contracts with Customers -
Revenue Recognition,” of Note 2, “Summary of Significant
Accounting Policies,” to the consolidated financial
statements.
Goodwill, Indefinite-Lived Intangible Assets and Related
Impairment Testing
Assets acquired and liabilities assumed in connection with
our acquisitions are recorded at their estimated fair values.
Goodwill represents the excess of purchase price over the
e stimated fair value assigned to the net assets, including
identifiable intangible assets, of a business acquired.
Goodwill is allocated to our reporting units based on the
assignment of the fair values of each reporting unit of the
acquired company. We recognize specifically identifiable
intangibles, such as customer relationships, technology,
exchange and clearing registrations, trade names and licenses
when a specific right or contract is acquired. Goodwill and
intangible assets deemed to have indefinite useful lives,
primarily exchange and clearing registrations, are not
amortized but instead are tested for impairment at least
annually as of October 1 and more frequently whenever
events or changes in circumstances indicate that the fair value
of the asset may be less than its carrying amount, such as
changes in the business climate, poor indicators of operating
performance or the sale or disposition of a significant portion
of a reporting unit. We perform our goodwill impairment test
at the reporting unit level for our three reporting units:
Capital Access Platforms, Financial Technology and Market
Services segments .
When testing goodwill and indefinite-lived intangible assets
for impairment, we have the option of first performing a
qualitative assessment to determine whether it is more likely
than not that the fair value of a reporting unit or indefinite-
lived intangible asset is less than their respective carrying
amounts as the basis to determine if it is necessary to perform
a quantitative impairment test. If we choose not to complete a
qualitative assessment, or if the initial assessment indicates
that it is more likely than not that the carrying amount of a
reporting unit or the carrying amount of an indefinite-lived
intangible asset exceeds their respective estimated fair values,
a quantitative test is required. Our decision to perform a
qualitative impairment assessment in a given year is
influenced by a number of factors, including but not limited
to, the size of the reporting unit’s goodwill, the significance
of the excess of the reporting unit’s estimated fair value or
the indefinite-lived intangible asset’s fair value over their
respective carrying amounts at the last quantitative
assessment date, and the amount of time in between
quantitative fair value assessments.
In performing a quantitative impairment test, we compare the
fair value of each reporting unit and indefinite-lived
intangible asset with their respective carrying amounts. The
fair value of each reporting unit is estimated using a
combination of a discounted cash flow valuation, which
incorporates assumptions regarding future growth rates,
terminal values, and discount rates, as well as guideline
public company valuations, which incorporates relevant
trading multiples of comparable companies and other factors.
The estimates and assumptions used consider historical
performance and are consistent with the assumptions used in
determining future profit plans for each reporting unit, which
are approved by our board of directors. The fair value of
indefinite-lived intangible assets is primarily determined on
the basis of estimated discounted value, using the Greenfield
Approach for exchange and clearing registrations and
licenses, and the relief from royalty approach or excess
earnings approach for trade names, both of which incorporate
assumptions regarding future revenue projections and
discount rates. If the carrying amounts of the reporting unit or
the indefinite-lived intangible asset exceed their respective
fair values, an impairment charge is recognized in an amount
equal to the difference, limited to the total amount of
goodwill allocated to that reporting unit or the total carrying
value of the indefinite-lived intangible asset.
The following table presents the carrying value of goodwill
for our reportable segments at the time of our 2025 annual
impairment test:
October 1, 2025(in millions)Capital Access Platforms
$ 4,282Financial Technology7,947Market Services2,107
$ 14,336
In 2025, we performed a qualitative impairment test for
goodwill on all reporting units and indefinite-lived intangible
assets, as the excesses of their fair values over their
respective carrying amounts, at the time of the last
quantitative test in 2023, were significant. In conducting the
qualitative assessment, we evaluated the performance of each
of these reporting units and indefinite-lived intangible assets
since the last quantitative test, as well as future financial
projections to determine if there were any changes in the key
inputs used to determine their respective fair values. We also
considered the qualitative factors in FASB ASC Topic 350,
“Intangibles–Goodwill and Other,” as well as other relevant
events and circumstances. Based on the results of the
qualitative assessment for each reporting unit and indefinite-
lived intangible asset, and the predominance of positive
indicators and the weight of such indicators, we concluded
that the fair values of our reporting units and indefinite-lived
intangible assets are more likely than not greater than their
respective carrying amounts and as a result, quantitative
analyses were not needed. No impairment of goodwill or
indefinite-lived intangible assets was recorded in 2025, 2024
and 2023.55Although we believe our estimates of fair value are
reasonable, the determination of certain valuation inputs is
subject to management’s judgment. Changes in these inputs
could materially affect the results of our impairment review.
If our forecasts of cash flows or other key inputs are
negatively revised in the future, the estimated fair value of
each reporting unit and of our indefinite-lived intangible
assets would be adversely impacted, potentially leading to an
impairment in the future that could materially affect our
operating results.
Subsequent to our annual impairment test, no indications of
impairment were identified.Other Long-Lived Assets and Related ImpairmentWe review our other long-lived assets, such as finite-lived
intangible assets, property and equipment, and operating
lease assets for potential impairment when there is evidence
that events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The
carrying amount of an asset is not recoverable if it exceeds
the sum of the undiscounted cash flows expected to result
from the use and eventual disposition of the asset. If the
carrying amount of the long-lived asset is not recoverable, we
would measure the impairment loss as the amount by which
the carrying amount of the asset exceeds its fair value and is
recorded as a reduction in the carrying amount of the related
asset and a charge to operating results. The fair value of
finite-lived intangible assets, property and equipment and
operating lease assets is based on various valuation
techniques, such as discounted cash flow analysis .
There were no material finite-lived intangible assets
impairment charges in 2025, 2024 and 2023.
There were no material non-cash property and equipment
asset impairment charges in 2025. We recorded pre-tax, non-
cash property and equipment asset impairment charges,
primarily in relation to our restructuring programs of
$37 million in 2024 and $12 million in 2023. See Note 20,
“Restructuring Charges,” to the consolidated financial
statements for a discussion of these plans.
There were no material operating lease assets impairments in
2025 and 2024. As a result of the review of our real estate
and facility capacity requirements, for the year ended
December 31, 2023, we recorded impairment charges of
$23 million , of which $18 million related to operating lease
asset impairment. See Note 16, “Leases,” for further
discussion.
No material impairments were recorded to reduce the
carrying value of our other long-lived assets during 2025,
2024 or 2023.Income TaxesEstimates and judgments are required in the calculation of
certain tax liabilities and in the determination of the
recoverability of certain deferred tax assets, which arise from
net operating loss carryforwards, tax credit carryforwards and
temporary differences between the tax and financial
statement recognition of revenues and expenses. Our deferred
tax assets are reduced by a valuation allowance if it is more
likely than not that some portion or all of the recorded
deferred tax assets will not be realized in future periods.
Management is required to determine whether a tax position
is more likely than not to be sustained upon examination,
including resolution of any related appeals or litigation
processes, based on the technical merits of the position. Once
it is determined that a position meets the recognition
thresholds, the position is measured to determine the amount
of benefit to be recognized in the consolidated financial
statements.
In assessing the need for a valuation allowance, we consider
all available evidence including past operating results, the
existence of cumulative losses in the most recent fiscal years,
estimates of future taxable income and the feasibility of tax
planning strategies. In the event that we change our
determination as to the amount of deferred tax assets that can
be realized, we will adjust our valuation allowance with a
corresponding impact to the provision for income taxes in the
period in which such determination is made.
In addition, the calculation of our tax liabilities involves
uncertainties in the application of tax regulations in the U.S.
and other tax jurisdictions. We recognize potential liabilities
for anticipated tax audit issues in such jurisdictions based on
our estimate of whether, and the extent to which, additional
taxes and interest may be due. While we believe that our tax
liabilities reflect the probable outcome of identified tax
uncertainties, it is reasonably possible that the ultimate
resolution of any tax matter may be greater or less than the
amount accrued. If events occur and the payment of these
amounts ultimately proves unnecessary, the reversal of the
liabilities would result in tax benefits being recognized in the
period when we determine the liabilities are no longer
necessary. If our estimate of tax liabilities proves to be less
than the ultimate assessment, a further charge to expense
would result.