NASDAQ INC
For the period ended Mar 31, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 28, 2025
NDAQ$107.12+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-29.
0001120193-24-000019
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-28.
0001120193-25-000012
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 180 previous paragraphs and 179 current paragraphs.
85 unchanged; 58 reworded; 32 added; 37 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 31 previous and 29 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
Certain percentages and per share amounts herein may not sum or recalculate due to rounding.
Current report
EXECUTIVE OVERVIEW
Current report
We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.
Current report
First Quarter 2025 Highlights
Current report
•In the first quarter of 2025, Nasdaq achieved an 82.0% win rate among Nasdaq-eligible operating company IPOs in the U.S., representing 45 offerings and $5 billion in total proceeds raised.
Current report
•Market Services delivered record revenues for the segment and record volumes across cash equities, equity options and index options volumes.
Current report
•Our Financial Technology segment delivered 11% ARR growth, reflecting an increase in new clients, cross-sells and upsells.
Current report
•Index achieved a sixth consecutive record quarter, reaching an average ETP AUM of $662 billion and $27 billion of net inflows in the first quarter.
Current report
Macroeconomic environment
Current report
Our 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. For example, higher overall U.S. trading volumes in the first quarter of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices and higher overall volumes in Index derivatives. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.
Current report
Data & Listing Services revenues increased in the first quarter of 2025 compared with the same period in 2024 due to higher sales, increased usage and pricing in our data business.
Current report
Regulatory Technology revenues increased in the first quarter of 2025 compared with the same period in 2024 primarily due to increased subscriptions from our AxiomSL and Surveillance product offerings.
Current report
In the preceding table, Other is presented net of Canadian cash equity transaction rebates of $6 million and $5 millionfor the three months ended March 31, 2025 and 2024, respectively.
Current report
For the three months ended March 31, 2025 and 2024, Other revenues include revenues related to our Nordic power trading and clearing business. In January 2025, we entered into an agreement to transfer existing open positions in our Nordic power derivatives trading and clearing business to a European exchange. The completion of this transaction is subject to customary regulatory approvals.
Current report
Occupancy expense remained flat in the first quarter of 2025 compared with the same period in 2024.
Current report
General, administrative and other expense decreased in the first quarter of 2025 compared with the same period in 2024 primarily due to a gain on extinguishment of debt. See Note 7, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Current report
Depreciation and amortization expense remained relatively flat in the first quarter of 2025 compared with the same period in 2024.
Current report
Regulatory expense increased in the first quarter of 2025 compared with the same period in 2024 primarily due to a 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, as well as a slight increase in the CAT operating fees.
Current report
Restructuring charges decreased in the first quarter of 2025 compared with the same period in 2024 primarily due to the completion of our divisional realignment program in September 2024.
Current report
We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. We have actioned over $100 million net expense synergies through March 31, 2025.
Current report
For further discussion related to both programs described above, see Note 18, “Restructuring Charges,” to the condensed consolidated financial statements.
Current report
Interest income increased in the first quarter of 2025 compared with the same period in 2024 primarily due to a higher average cash balance.
Current report
Interest expense decreased in the first quarter of 2025 compared with the same period in 2024 primarily due to lower outstanding debt following our partial repurchases of several series of outstanding senior unsecured notes. See Note 7, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Current report
◦Gain on extinguishment of debt: For the three months ended March 31, 2025, this includes a gain on extinguishment of debt, which is recorded under general, administrative and other expense in the Condensed
Current report
Working Capital
Current report
The decrease in working capital is due to current liabilities increasing more than current assets between December 31, 2024, and March 31, 2025. Higher deferred revenue from billing annual listing revenue in the first quarter of 2025 and higher accrued tax liability, due to the timing of payments, contributed to the increase in current liabilities, partially offset by a decrease in accrued personnel costs after payment of annual incentive compensation in the first quarter of 2025, and lower Section 31 fees payable to the SEC. Current assets increased mainly due to higher cash and cash equivalents.
Current report
n Euro Notesn U.S. Notes
Current report
In the first quarter of 2025, we repurchased an aggregate principal amount of $279 million of our 2028, 2034 and 2052 Notes, for a net purchase price of $257 million, excluding accrued interest.
Current report
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 March 31, 2025, and the estimated timing thereof.
Current report
•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 March 31, 2025. See Note 7, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Current report
•Operating lease obligations represent our undiscounted operating lease liabilities as of March 31, 2025, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 14, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.
Current report
•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of March 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.
Removed paragraphs (37)
Previous report
OVERVIEW
Previous report
Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. In order to amplify our strategy, we aligned the Company more closely with evolving client needs into Capital Access Platforms, Financial Technology and Market Services reportable segments. All prior periods have been restated to conform to the current period presentation. See Note 18, “Business Segments,” to the condensed consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as three separate segments.
Previous report
Third Quarter 2024 and Recent Developments
Previous report
• Nasdaq’s Index business achieved another record in Index ETP AUM, averaging $575 billion during the third quarter of 2024 and reaching $600 billion at quarter-end.
Previous report
•Nasdaq strengthened its listings leadership in the U.S. in the third quarter of 2024 with a 85% win rate of eligible operating companies.
Previous report
•In the third quarter of 2024, Nasdaq achieved a record quarter of U.S. equity derivatives net revenue of $107 million, with multi-listed U.S. options market share once again surpassing 30% in the quarter and 19% growth in U.S. index options volume.
Previous report
•In the third quarter of 2024, we returned $138 million to shareholders through dividend payments and $88 million in repurchases of our common stock.
Previous report
•In October 2024, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock.
Previous report
In the table above:
Previous report
Data & Listing Services revenues were essentially unchanged for the three and nine months ended September 30, 2024 compared with the same periods in 2023 as new data sales, price increases on regulated data and higher usage, as well as new listings, were primarily offset by lower annual fees due to the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees.
Previous report
Regulatory Technology revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to the inclusion of revenues from AxiomSL associated with our acquisition of Adenza and higher surveillance revenues, partially offset by a one-time 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 condensed consolidated financial statementsfor discussion on the measurement period adjustment.
Previous report
In the tables above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
Previous report
In the preceding table, other includes transaction rebates of $5 million for the three months ended September 30, 2024 and 2023, $16 million for the nine months ended September 30, 2024, and $15 million for the nine months ended September 30,2023.
Previous report
In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement. The revenue sharing arrangement ended in the fourth quarter of 2023.
Previous report
For the three and nine months ended September 30, 2024 and 2023, other revenues include revenues related to our Nordic power trading and clearing business, following our announcement in June 2023 that we entered into an agreement to sell this business, which was subsequently terminated in June 2024. While we continue to operate Nordic power trading and clearing and are focused on providing service to our clients, we are evaluating options for this business. Revenues from this business will continue to be reflected in Other Revenues. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments.
Previous report
Occupancy expense was unchanged in the third quarter compared with the same period in 2023. Occupancy expense decreased in the first nine months of 2024 compared with the same periods in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in the first nine months of 2023 following the abandonment of leased office space, partially offset by an increase in costs related to the inclusion of Adenza office space.
Previous report
General, administrative and other expense was unchanged in the third quarter compared with the same period in 2023. General, administrative and other expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to insurance recoveries related to legal matters recorded in the first nine months of 2023, as well as increased expenses related to the inclusion of Adenza and higher travel costs in the first nine months of 2024.
Previous report
Depreciation and amortization expense increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.
Previous report
Regulatory expense was unchanged in the third quarter compared with the same period in 2023. Regulatory expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry.
Previous report
Restructuring charges increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 as a result of charges from our Adenza restructuring program and our divisional alignment program.
Previous report
At the completion of the Adenza restructuring program, we expect to achieve $80 million of net expense synergies. As of September 30, 2024 we have actioned approximately 80% of these net synergies.
Previous report
The divisional alignment program concluded on September 30, 2024, incurring total pre-tax charges of $139 million over a two-year period, within the projected range of $115 million to $145 million. For further discussion, refer to Note 19, “Restructuring Charges,” in the condensed consolidated financial statements. In addition to significantly boosting the scalability of our platforms, and thus revenue opportunities, we expect to achieve benefits from the 2022 divisional alignment program through combined annual run-rate operational efficiencies of approximately $30 million annually by 2025, of which approximately $10 million was actioned in 2024.
Previous report
Interest income decreased in the third quarter and first nine months of 2024 compared with the same periods in 2023 due to lower average cash balance.
Previous report
Interest expense was essentially unchanged in the third quarter of 2024 compared with the same period in 2023. Interest expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to debt issued in June 2023 to finance the Adenza acquisition. See “Financing of the Adenza Acquisition,” of Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Previous report
Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.
Previous report
•Adenza purchase accounting adjustment: As discussed in Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements, during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time revenue reduction of $32 million was recorded, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. We have excluded the reduction of $34 million as this relates to the prior year impact of this change from our non-GAAP results. We have not excluded the $2 million offsetting impact of this change as it is related to current year results.
Previous report
◦Lease asset impairments: For the nine months ended September 30, 2023, other items include 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 our Condensed Consolidated Statements of Income.
Previous report
◦Other (income) loss: For the nine months ended September 30, 2024 and 2023 other items include net gains from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. For the three and nine months ended September 30, 2023, other items included certain financing costs related to the Adenza acquisition.
Previous report
The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024, partially offset by a decrease in commercial paper, net, as further described below under “Debt Obligations.” The decrease was also driven by a decrease in cash and cash equivalents.
Previous report
The changes in our operating assets and liabilities primarily included higher receivables, net primarily due to higher Trading Services receivables driven by higher Section 31 fee rate as well as the growth in our index licensing revenues and higher cash outflows from accounts payable and accrued expenses, primarily due to interest paid relating to the senior unsecured notes and the settlement of a legal matter. This was partially offset by lower cash outflows from Section 31 fees payable to SEC due to changes in Section 31 fee rate between the different periods. Non-cash charges in the first nine months of 2024 primarily included $460 million of depreciation and amortization and $105 million of share-based compensation.
Previous report
Net Cash Provided by (Used in) Investing Activities
Previous report
Net Cash Provided by (Used in) Financing Activities
Previous report
In the table above, the 2025 Notes were reclassified to short-term debt as of September 30, 2024, including the balance as of December 31, 2023, for presentation purposes.
Previous report
Financing of the Adenza Acquisition
Previous report
In June 2023, Nasdaq issued six series of notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes were used to finance the majority of the cash consideration due in connection with the Adenza acquisition.
Previous report
In addition, in connection with the financing of the Adenza acquisition, we entered into the 2023 Term Loan agreement. The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition and other amounts incurred in connection with this transaction. On November 1, 2023, we borrowed $599 million, net of fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition. As of September 30, 2024, the term loan was fully repaid.
Previous report
Nasdaq had no significant changes to our contractual obligations and contingent commitments from those disclosed in “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report Form 10-K that was filed with the SEC
Reworded paragraphs (58)
Previous wording
The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q. The period over period percentages below are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in millions in the tables below.
Current wording
The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.
Previous wording
The following tables summarize our financial performance for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See Note 4, “Acquisition,” to the condensed consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
Current wording
The following table summarizes our financial performance for the three months ended March 31, 2025 compared to the same period in 2024. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
Previous wording
The following tables present our revenues by segment:
Current wording
The following table presents our revenues by segment:
Previous wording
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.
Current wording
The following chart presents our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses.
Previous wording
The following tables present revenues from our Capital Access Platforms segment:
Current wording
The following tables present revenues and ARR from our Capital Access Platforms segment:
Previous wording
•For the three months ended September 30, 2024 and 2023, IPOs included 15 and 4 SPACs, respectively. For the nine months ended September 30, 2024 and 2023, IPOs included 28 and 19 SPACs, respectively. The number of total listed companies on The Nasdaq Stock Market for the nine months ended September 30, 2024 and 2023 included 712 and 570 ETPs, respectively.
Current wording
•For the three months ended March 31, 2025 and 2024, IPOs included 18 and 5 SPACs, respectively. The number of total listed companies on The Nasdaq Stock Market for the three months ended March 31, 2025 and 2024 included 833 and 619 ETPs, respectively.
Previous wording
In the table above, TTM represents trailing twelve months. The number of listed ETPs as of September 30, 2023 has been updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change has no impact on reported AUM.
Current wording
In the table above, TTM represents trailing twelve months.
Previous wording
Index revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on futures contracts linked to the Nasdaq-100 Index. The increase in the first nine months of 2024 also includes a $16 million one-time item related to a legal settlement to recoup revenue.
Current wording
Index revenues increased in the first quarter of 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 volume on futures contracts linked to the Nasdaq-100 Index, partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.
Previous wording
Workflow & Insights revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to an increase in analytics revenues. The increase was primarily due to higher Data Link sales and growth in our eVestment product offerings.
Current wording
Workflow & Insights revenues increased in the first quarter of 2025 compared with the same period in 2024 reflecting an increase in analytics revenues, largely driven by eVestment.
Previous wording
The following tables present revenues from our Financial Technology segment:
Current wording
The following table presents revenues from our Financial Technology segment:
Previous wording
Financial Crime Management Technology revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to price increases, new sales to existing clients and new customer acquisitions, particularly small and medium-sized businesses.
Current wording
Financial Crime Management Technology revenues increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients.
Previous wording
Capital Markets Technology revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023. The increase for both periods was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by subscription revenue from trade management services and market technology, partially offset by lower market technology professional services revenue due to a large project delivery in the comparative period.
Current wording
Capital Markets Technology revenues increased in the first quarter of 2025 compared with the same period in 2024. The increase was primarily due to higher subscription revenues in our trade management services and market technology businesses as well as higher market technology and Calypso professional services revenues.
Previous wording
The following tables present revenues from our Market Services segment:
Current wording
The following table presents revenues from our Market Services segment:
Previous wording
The following tables present net revenues by product from our Market Services segment:
Current wording
The following table presents net revenues by product from our Market Services segment:
Previous wording
In the preceding tables, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
Current wording
In the preceding table, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
Previous wording
Section 31 fees are recorded as U.S. equity derivative and 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 increased in the third quarter and the first nine months of 2024 compared with the same periods in 2023 primarily due to higher average SEC fee rates as a result of an increase in the SEC fee rate in May 2024. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Current wording
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 increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Previous wording
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher industry trading volumes for both periods and higher capture for the third quarter of 2024, partially offset by lower overall matched market share executed on Nasdaq’s exchanges. For the first nine months of 2024 higher capture contributed to the increase in U.S. equity derivative trading revenues, however, for U.S. equity derivative trading revenues, net lower capture partially offset the increase.
Current wording
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher industry trading volumes, partially offset by lower overall matched market share executed on Nasdaq’s exchanges. The increase in U.S. equity derivative trading revenues in the first quarter of 2025 also reflects a higher gross capture rate. The increase in U.S. equity derivative trading revenues, net was partially offset by a lower capture rate driven by higher rebate capture rate.
Previous wording
Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher industry trading volumes and rebate capture rate, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Current wording
Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher industry trading volumes and higher rebate capture rate, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges.
Previous wording
See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for the third quarter and first nine months of 2024 as compared with the same periods in 2023.
Current wording
See the discussion above for an explanation of Section 31 fees for the first quarter of 2025 as compared with the same period in 2024.
Previous wording
Cash equity trading revenues and cash equity trading revenues, net increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher U.S. industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges. Higher capture also contributed to the increase in cash equity trading revenues for the third quarter of 2024 and to cash equity trading revenues, net for the third quarter and first nine months of 2024.
Current wording
Cash equity trading revenues and cash equity trading revenues, net increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher U.S. industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Previous wording
Transaction rebates increased in the third quarter of 2024 compared with the same period in 2023 primarily due to higher U.S. industry volumes. Transaction rebates increased in the first nine months of 2024 compared with the same period in 2023 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower rebate capture rate. 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.
Current wording
Transaction rebates increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges and lower rebate capture rates. 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.
Previous wording
The following tables present revenues from our U.S. Tape plans business:
Current wording
The following table presents revenues from our U.S. Tape plans business:
Previous wording
U.S. Tape plans revenues were essentially unchanged in the third quarter of 2024 compared with the same period in 2023. U.S. Tape plans revenues decreased in the first nine months of 2024 compared with the same period in 2023 primarily due to lower industry-wide usage volume and the impact of one-time industry-wide adjustments.
Current wording
U.S. Tape plans revenues increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher one-time industry-wide adjustments and usage volume.
Previous wording
Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues and a key driver from our Other business:
Current wording
Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following table presents revenues from our Other business:
Previous wording
Other revenues increased in the third quarter of 2024 compared with the same period in 2023 due to an increase in Canadian cash equities trading and increased in the first nine months of 2024 compared with the same period in 2023 primarily due to an increase in Nordic fixed income trading and clearing revenues and Canadian cash equities trading, partially offset by a decrease in Nordic derivatives revenues.
Current wording
Other revenues increased slightly in the first quarter of 2025 as compared with the same period in 2024 due to an increase in Nordic fixed income trading and clearing and Nordic derivatives revenues.
Previous wording
The following tables present our operating expenses:
Current wording
The following table presents our operating expenses:
Previous wording
The increase in compensation and benefits expense for the third quarter and first nine months of 2024 compared with the same periods in 2023 was primarily driven by increased headcount related to Adenza and higher incentive compensation. The increase in the first nine months of 2024 also includes a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan.
Current wording
The decrease in compensation and benefits expense in the first quarter of 2025 compared with the same period in 2024 was primarily driven 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, partially offset by higher incentive compensation.
Previous wording
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,120 employees as of September 30, 2024 from 6,590 employees as of September 30, 2023, primarily due to our acquisition of Adenza.
Current wording
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,377 employees as of March 31, 2025 from 8,568 employees as of March 31, 2024, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.
Previous wording
Professional and contract services expense increased in the third quarter of 2024 compared with the same period in 2023 primarily due to increased consulting expenses and our acquisition of Adenza. The increase in the first nine months of 2024 compared with the same period in 2023 was primarily due to our acquisition of Adenza.
Current wording
Professional and contract services expense increased in the first quarter of 2025 compared with the same period in 2024 primarily due to certain legal fee accruals.
Previous wording
Technology and communication infrastructure expense increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to an increase in expenses related to the inclusion of Adenza and an increase in investment in technology expense related to our cloud initiatives and software licensing.
Current wording
Technology and communication infrastructure expense increased in the first quarter of 2025 compared with the same period in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.
Previous wording
Marketing and advertising expense was essentially unchanged in the third quarter compared with the same period in 2023. Marketing and advertising expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to higher client incentive spending resulting from higher IPO activity.
Current wording
Marketing and advertising expense increased in the first quarter of 2025 compared with the same period in 2024 primarily due to higher client incentive spending resulting from increased IPO activity.
Previous wording
We have pursued various strategic initiatives and completed acquisitions anddivestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the three and nine months ended September 30, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the nine months ended September 30, 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 trading and clearing business.
Current wording
We have pursued various strategic initiatives and completed acquisitions anddivestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the first quarter of 2025, these amounts are primarily driven by the timing of recognition associated with the transfer of open positions in our Nordic power derivatives trading and clearing business, Adenza integration costs and other strategic initiative costs. For the first quarter of 2024, these costs were primarily related to the integration of Adenza.
Previous wording
The following tables present our non-operating income and expenses:
Current wording
The following table presents our non-operating income and expenses:
Previous wording
The following tables present our interest expense:
Current wording
The following table presents our interest expense:
Previous wording
Net income (loss) from unconsolidated investees increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in Nasdaq Private Market, LLC. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
Current wording
Net income from unconsolidated investees increased in the first quarter of 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 5, “Investments,” to the condensed consolidated financial statements for further discussion.
Previous wording
The following tables present our income tax provision and effective tax rate:
Current wording
The following table presents our income tax provision and effective tax rate:
Previous wording
The following tables present 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:
Current wording
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:
Previous wording
•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 transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. For the three and nine months ended September 30, 2024, and 2023, these costs primarily relate to the Adenza acquisition. For the nine months ended September 30, 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 trading and clearing business.
Current wording
•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 transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. For the three months ended March 31, 2025, these amounts are primarily driven by the timing of recognition associated with the transfer of open positions in our Nordic power derivatives trading and clearing business, Adenza integration costs and other strategic initiative costs. For the three months ended March 31, 2024, these costs were primarily related to the integration of Adenza.
Previous wording
•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, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of our Adenza restructuring program and our divisional alignment program.
Current wording
•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 restructuring program in the fourth quarter of 2024 to accelerate our momentum. In addition, we completed divisional realignment program in September 2024. See Note 18, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of these programs.
Previous wording
•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 condensed consolidated financial statements for further discussion.
Current wording
•Net income 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 5, “Investments,” to the condensed consolidated financial statements for further discussion.
Showing the first 40 of 58 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding
Current report — wording carried from elsewhere
Consolidated Statements of Income. See Note 7, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Current report — wording carried from elsewhere
Net Cash Used in Investing Activities
Current report — wording carried from elsewhere
Net Cash Used in Financing Activities