NASDAQ, INC.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 12, 2026
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-K
Period ended 2024-12-31; filed 2025-02-21.
0001120193-25-000008
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsRepresents multiple foreign currency rates.Current report: 10-K
Period ended 2025-12-31; filed 2026-02-12.
0001628280-26-007703
Item 7. 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 248 previous paragraphs and 1330 current paragraphs.
52 unchanged; 158 reworded; 431 added; 35 removed; 3 previous and 689 current paragraphs rearranged.
Tables are not compared: 33 previous and 33 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 (431)
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December 31, 2025 and 2024 andshould be read in
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Certain percentages and per share amounts herein may not
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sum or recalculate due to rounding.
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Technology and Market Services.
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exchange by proceeds raised.
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•In 2025, U.S. operating company IPOs on Nasdaq raised
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over$24 billion in proceeds. In 2025, Nasdaq set a record
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for listing transfers, with $1.2 trillion in annual switches
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for the first time including the largest exchange transfer on
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record.
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•Index achieved record net inflows of $99 billion in 2025,
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and exited the year with ETP AUM of $882 billion, an all-
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time high. Nasdaq launched 122 new Index products in
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2025, with nearly half of the launches being international
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products and 32 new products in the institutional insurance
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annuity space.
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•The Financial Technology segment delivered 14% growth
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cross-sells and upsells.
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•Market Services delivered record revenue, reflecting
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strength across U.S. cash equities and U.S. equities options
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volumes in 2025.
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conditions, the geopolitical environment, current or expected
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inflation, interest rate fluctuations, the threat or imposition of
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options and U.S. cash equities revenues. Market factors also
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overall volumes in Index derivatives andan improving IPO
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primarily impacted by our acquisition of Adenza in
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November 2023. See Note 4, “Acquisition and Divestitures,”
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About Market Risk.”
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As discussed above, in October 2025, we sold our Solovis
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business, previously included in our Capital Access
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Platforms segment. Revenues, ARR and quarterly annualized
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SaaS revenues related to our Solovis business has been
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reclassified to“Other” for all periods presented to facilitate
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comparability.
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In the chart above, Other for 4Q23 and 4Q24 includes $25
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million and $28 million, respectively.
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by our customers.
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millions):
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In the chart above, Other for 4Q23 and 4Q24 includes $25
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million and $28 million, respectively.
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Removed paragraphs (35)
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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.
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Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.
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•Throughout 2024, Nasdaq substantially completed the integration of AxiomSL and Calypso.
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•In 2024, Nasdaq achieved an 82% win rate among Nasdaq-eligible IPOs in the U.S., representing 180 deals and $23 billion in total proceeds raised.
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•In 2024, our Index business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion as of December 31, 2024. In addition, the Index business launched a record 116 new products with its clients.
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•In 2024, our Market Services segment achieved record net revenue. The Closing Cross set full year records in both share volume and notional value traded.
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Other revenues decreased in 2024 compared with the same period in 2023 primarily due to a decrease in Nordic derivatives revenues due to a non-recurring payment received in 2023, partially offset by an increase in Nordic fixed income trading and clearing.
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Occupancy expense decreased in 2024 compared with the same period in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in 2023 following the abandonment of leased office space, partially offset by an increase in costs related to the inclusion of Adenza office space.
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General, administrative and other expense decreased in 2024 compared with the same period in 2023 primarily due to a one-time accrual in 2023 related to a legal matter, partially offset by the inclusion of Adenza expense for a full year in 2024 and insurance recoveries related to legal matters recorded in 2023.
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Depreciation and amortization expense increased in 2024 compared with the same period in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.
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Regulatory expense increased in 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry.
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Restructuring charges increased in 2024 compared with the same period in 2023 as a result of charges from our Adenza restructuring program, which we implemented to optimize our efficiencies as a combined organization, and our divisional alignment program, which was completed in September 2024.
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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. 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.
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Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.
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•Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:
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The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024 and an increase in current deferred revenue, partially offset by a decrease in commercial paper, net, as further described below under “Debt Obligations.”
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The changes in our operating assets and liabilities primarily included higher Section 31 fees payable to the SEC due to changes in Section 31 fee rate between periods, partially offset by 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, and higher cash outflows from higher receivables, net, primarily due to higher Market Services receivables driven by higher Section 31 fee rate as well as higher billings.
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Net cash used in investing activities for the year ended December 31, 2023 related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sale and redemption of trading securities, net of $7 million.
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Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million in proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs partially offset by dividend payments to our shareholders of $441 million, repayments of our commercial paper, net of $371 million, repurchases of common stock of $269 million and partial repayment of the 2023 Term Loan of $260 million.
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n Euro Notesn U.S. Notes
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In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes and 2034 Notes. In February 2025, Nasdaq commenced a cash tender offer to repurchase up to an aggregate principal amount of $200 million of our 2028, 2034 and 2052 Notes.
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Financing of the Adenza Acquisition
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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.
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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, which was used towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023. The term loan was fully repaid in 2024.
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CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
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As part of our market technology product offering, within our Capital Markets Technology business, we enter into certain long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers which results in these contracts containing multiple performance obligations. We allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach.
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Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues,
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productivity and the complexity of work performed. Revenue and cost estimates for our long-term contracts are reviewed and reassessed at least quarterly. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined.
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Our Calypso product, also part of our Capital Markets Technology business, provides cross-asset, front-to-back trading, treasury, risk and collateral management solutions for the financial markets. This offering is also provided as an on-premises software solution. A license for on-premises software provides customers with the right to use the software at its current state at the time made available to the customer. These contracts generally consist of the following distinct performance obligations: license and PCS. In allocating the contractual price to each performance obligation, we have used our best estimate of the stand-alone selling price. Consideration is first allocated to performance obligations with established stand-alone selling prices based on observable evidence, with the residual being split between license and PCS.
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We use various methods to determine fair value depending on the type of assets acquired and liabilities assumed. We make estimates and assumptions about projected future cash flows including, but not limited to, forecasted revenue, cash flows, attrition rates, long term growth rates, royalty rates, EBITDA margin and discount rates.
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Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain.
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See Note 4, “Acquisition,” to the consolidated financial statements for further discussion of the Adenza Acquisition.
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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, 2024 and 2023 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, 2023 and 2022, 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, 2023, which was previously filed with the SEC on February 21, 2024.
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The following discussion and analysis of the financial
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Management’s Discussion and Analysis of Financial
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•Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised.
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•Nasdaq extended its listing leadership in 2025 and
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•In 2024, our Financial Technology segment delivered more than 10% ARR growth, reflecting an increase in new clients, cross-sells and upsells.
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in ARR and revenue, reflecting an increase in new clients,
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Our business performance can be positively or negatively 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 changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in 2024 as compared to 2023 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. In our corporate solutions business, we managed through market challenges, as corporate buying cycles remained elongated throughout the year. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See “Part I, Item 1A. Risk Factors” for further discussion.
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Our business performance can be positively or negatively
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The following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022. 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 consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
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The following table summarizes our financial performance
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In 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.”
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In countries with currencies other than the U.S. dollar,
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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under “Item 7A. Quantitative and Qualitative Disclosures
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The following chart summarizes our ARR (in millions):
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The followingchart summarizes our ARR (in millions):
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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.
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ARR for a given period is the current annualized value
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The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for December 31, 2024, 2023 and 2022 (in millions):
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The following chart summarizes our quarterly annualized
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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.
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Financial Technology and Market Services segments as a
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The following tables present revenues and ARR from our Capital Access Platforms segment:
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The following tables present revenues and ARR fromour
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The following tables present key drivers from our Data & Listing Services business:
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The following tables present key drivers from our Data &
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•For the years ended December 31, 2024, 2023 and 2022, IPOs included 50, 27 and 74 SPACs, respectively. The number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2024, 2023 and 2022 included 768, 600 and 528 ETPs, respectively.
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•The number of total listed companies on The Nasdaq Stock
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•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.
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•IPOs, new listings (which includes IPOs) and total listed
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Data & Listing Services revenues increased in 2024 compared with the same period in 2023 as higher data usage, price increases on regulated data, higher initial listing fees and new data sales were partially offset by lower annual fees due to the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees.
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Data & Listing Services revenues increased for the year
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The following table presents key drivers from our Index business:
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The following table presents key drivers from our Index
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In the table above, TTM represents trailing twelve months. The number of listed ETPs as of December 31, 2023 and 2022 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.
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In the table above, TTM represents trailing twelve months.
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Index revenues increased in 2024 compared with the same period 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 2024 also includes a $16 million one-time item related to a legal settlement to recoup revenue.
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to higher average AUM in exchange traded products linked
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The following table presents key drivers from our Workflow & Insights business:
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The following table presents key drivers from our Workflow
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Workflow & Insights revenues increased in 2024 compared with the same period in 2023 primarily due to an increase in analytics revenue, particularly our Data Link and eVestment product offerings.
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Workflow & Insights revenues increased for the year ended
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The following table presents revenues from our Financial Technology segment:
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The following table presents revenues from our Financial
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The following table presents key drivers for our Financial Crime Management Technology business:
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The following table presents key drivers for our Financial
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The following table presents key drivers for our Regulatory Technology business:
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The following table presents key drivers for our Regulatory
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Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.
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and price increases to existing clients and revenue from new
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Regulatory Technology revenues increased in 2024 compared with the same period 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 consolidated financial statements for discussion on the measurement period adjustment.
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reduction recognized in the third quarter of 2024 related to a
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The following table presents key drivers for our Capital Markets Technology business:
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The following table presents key drivers for our Capital
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Capital Markets Technology revenues increased in 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by higher trade management services revenues mainly driven by demand for additional colocation and connectivity services following our recent data center expansion and higher market technology license and support revenues, partially offset by lower market technology professional services revenue due to a large project delivery in the comparable period in 2023.
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The increase was primarily due to higher revenues
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The following table presents revenues from our Market Services segment:
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The following table presents revenues from our Market
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The following table presents net revenues by product from our Market Services segment:
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The following table presents net revenues by product from
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The 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:
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The following tables present total revenues, transaction-based
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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 2024 compared with the same period 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.
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Section 31 fees are recorded as U.S. equity derivative and
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U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased in 2024 compared with the same period in 2023 primarily due to higher industry trading volumes, partially offset by lower overall matched market share executed on Nasdaq’s exchanges. U.S. equity derivative trading revenues also increased in 2024 compared with the same period in 2023 due to higher gross capture.
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U.S. equity derivative trading revenues and U.S. equity
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Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in 2024 compared with the same period in 2023 primarily due to higher rebate capture rate and industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges.
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Transaction rebates, in which we credit a portion of the
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The 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:
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as well as key drivers and other metrics from our Cash Equity
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See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for 2024 as compared with the same period in 2023.
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See the discussion above for an explanation of Section 31
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Cash equity trading revenues and cash equity trading revenues, net increased in 2024 compared with the same period 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.
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Cash equity trading revenues and cash equity trading
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Transaction rebates increased in 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. 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.
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executed on Nasdaq’s exchanges. For The Nasdaq Stock
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U.S. Tape plans revenues decreased in 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.
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and higher one-time industry-wide adjustments.
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Financial Condition and Results of Operations
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condition and results of operations of Nasdaq refers to the
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year over year comparison for the fiscal years ended
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conjunction with our consolidated financial statements and
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related notes included in this Form 10-K, as well as the
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discussion under “Part I, Item 1A. Risk Factors.” For further
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discussion of our growth strategy, products and services, and
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competitive strengths, see “Part I, Item 1. Business.” For a
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similar discussion comparing the fiscal years ended
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December 31, 2024 and 2023, refer to “Part II, Item 7.
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Condition and Results of Operations” of our Annual Report
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on Form 10-K for the fiscal year ended December 31, 2024,
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which was previously filed with the SEC on February 21,
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achieved its seventh consecutive year as the top U.S.
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impacted by a number of factors, including general economic
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broad-based tariffs, market volatility, changes in investment
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patterns and priorities, regulatory changes, pandemics and
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other factors that are generally beyond our control. For
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example, higher overall U.S. trading volumes in 2025 as
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compared to 2024 led to an increase in our U.S. equities
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contributed to higher valuations in Nasdaq Indices, higher
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landscape. To the extent that global or national economic
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conditions weaken and result in slower growth or recessions,
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our business may be negatively impacted.
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for the year ended December 31, 2025 compared to the same
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period in 2024 and for the year ended December 31, 2024
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compared to the same period in 2023. The comparability of
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our results of operations between reported periods is
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discussion. For a detailed discussion of our results of
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operations, see “Segment Operating Results” below.
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revenues and expenses are translated using monthly average
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exchange rates. Impacts on our revenues less transaction-
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based expenses and operating income associated with
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fluctuations in foreign currency are discussed in more detail
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derived from subscription contracts with a defined contract
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value. This excludes contracts that are not recurring, are one-
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time in nature, or where the contract value fluctuates based
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on defined metrics. ARR is currently one of our key
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performance metrics to assess the health and trajectory of our
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recurring business. ARR does not have any standardized
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The following table presents revenues from our U.S. Tape plans business:
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See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion of our debt obligations.
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Access Platforms, Financial Technology and Market Services segments.