Nasdaq, Inc (NDAQ) Q4 2026 Earnings Call Transcript

Nasdaq, Inc (NASDAQ: NDAQ) Q4 2026 Earnings Call dated Jan. 29, 2026

Corporate Participants:

Ato Garrett — Investor Relations

Adena T. Friedman — Chair and Chief Executive Officer

Sarah Youngwood — Executive Vice President, Chief Financial Officer

Analysts:

Patrick Moley — Analyst

Jeff Schmitt — Analyst

Michael Cho — Analyst

Daniel Fannon — Analyst

Eli Abboud — Analyst

Simon Clinch — Analyst

Brian Bedell — Analyst

Alex Kramm — Analyst

Michael Cyprys — Analyst

Alexander Blostein — Analyst

Ashish Sabadra — Analyst

Owen Lau — Analyst

Benjamin Budish — Analyst

Presentation:

operator

Good day and thank you for standing by. Welcome to the Nasdaq fourth quarter 2025 results call. this time all participants are in the listen only mode. After the speaker’s presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised to withdraw your question. Please press Star one one again. In the interest of time, please limit yourselves to one question. Please be advised that today’s conference is being recorded. I would now like to hand the conference over to your first speaker, Ato Garrett, Senior Vice President and Investor Relations Officer.

Please go ahead.

Ato Garrett — Investor Relations

Good morning everyone and thank you for joining us today to discuss Nasdaq’s fourth quarter and full year 2025 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer, Sarah Youngwood, our Chief Financial Officer and other members of the management team. After prepared remarks, we’ll open line for Q and A. The press release and earnings presentation accompanying this call can be found on our investor relations website. I would like to remind you that we will be making forward looking statements on this call that involve risks. A summary of these risks is contained in our press release and a more complete description in our annual report on Form 10K.

We will discuss our financial performance on a non GAAP basis excluding the impact divestitures and the impact of changes of FX full year comparisons. Also exclude a previously announced one time revenue benefit in index during the first quarter of 2024. Definitions and reconciliations of US GAAP to non GAAP plus adjustments can be found in our earnings presentation as well as in a file located in the financial section of our investor relations website@ir.nasdaq.com and with that I will now turn the call over to Adena.

Adena T. Friedman — Chair and Chief Executive Officer

Thank you Acho and good morning everyone. Today I will start with an overview of our fourth quarter and full year 2025 financial and operational performance. I will then discuss our strategic priorities and outlook for 2026 before handing the call to Sarah to walk through the financial results in more detail. 2025 was an excellent year for NASDAQ as we delivered strong organic growth and accelerated innovation across our business. Our team executed exceptionally well demonstrating the resilience of our platform in a complex operating environment defined by volatile trading dynamics, sustained geopolitical tension and an ever changing regulatory landscape.

It was also a year of significant milestones for the company. For the first time in our history, we surpassed $5 billion in annual net revenue and $4 billion in solutions revenue. Our index franchise reached new heights delivering record average aum, a second consecutive year of record inflows and the highest number of new index products introduced in our history. Market Services delivered record revenues for U.S. equities and U.S. options. We delivered industry leading new listings performance and a record $1.2 trillion in listing transfers, the strongest year ever for our Switch program in financial technology. We strongly delivered against our cross sell commitments, deepening our clients relationships and we are now proud to call every G SIB a NASDAQ client.

Our financial crime management technology business pioneered innovative approaches to fight crime and introduced our new Agentic AI workforce, a suite of agentic workers that automate key client workflows. We also formed a new partnership with BioCatch to bring additional intelligence and effectiveness to our Solutions. These accomplishments reflect not only the breadth of our platform but the momentum behind it as we enter 2026 with more opportunity than ever. For the full year we delivered net revenues of $5.2 billion, an increase of 12%. Our Solutions revenue grew 11% to $4 billion at the top of the range at the top end of the range of our medium term outlook.

ARR ended the year at $3.1 billion, an increase of 10% year over year. Our operating income was $2.9 billion up 16% and we delivered 24% diluted EPS growth. Our fourth quarter net revenue was $1.4 billion up 13% year over year with Solutions revenue of $1.1 billion up 12% year over year. Expenses in the fourth quarter were $609 million up 8% year over year. Operating income was $783 million in the quarter up 16% and we delivered 27% diluted EPS growth. Our performance was anchored in the strategic pillars of Integrate, Innovate and Accelerate which enabled our teams to execute with clarity and focus.

Within our Integrate Priority, we overachieved our Expanded Efficiency Program net expense target with over $160 million in cost reductions actions as of year end. We ended the year with GROSS Leverage of 2.9 times, outperforming our previous expectation of reaching three times leverage by the end of the year. In recognition of our strengthening balance sheet, both Moody’s and S&P upgraded Nasdaq’s senior unsecured debt ratings in 20 to B, A1 and BBB respectively. Within our Innovate priority, we executed across several key initiatives. We embedded AI across our business and have begun rolling out new AI enabled products with strong client reception.

For example, we’ve seen enthusiastic engagement from Nasdaq Verapin clients for our Gentiq AI workforce that we launched at the end of Q3, the first agentic worker we introduced, our Agentic Sanctions Analyst, has strong early use among our clients. Continuing the momentum this month we launched our second worker, the AgentIQ Enhanced Due Diligence Analyst. We look forward to expanding this offering with additional Agentiq workers planned for 2026 in market services. Earlier in 2025 we announced plans to bring 23×5 trading to the NASDAQ Stock Market and we will be ready to launch this capability in the second half of 2016 subject to regulatory approval.

Further, we’re driving industry efforts to realize the potential of digital assets across multiple initiatives, including our proposed approach to trade tokenized securities which prioritizes issuer choice, investor protection and capital efficiency. Lastly, within our accelerate priority, our 1 NASDAQ strategy continued to deliver strong results, driving 25 cross sell wins across financial technology in the year for a total of 42 cross sells. Since the Densa acquisition closed at the end of the fourth quarter, cross sells accounted for over 15% of financial technology sales pipeline and we remain on track to surpass $100 million in run rate revenue from cross sells by the end of 2027.

This program culminated in net revenue growth of 12% and solutions growth of 11% at the top of the range of our medium term outlook. Turning to our strategic and operational highlights for 2025, I’ll begin with capital access platforms where we deliver 10% revenue growth for the year driven by record index inflows, new IPOs and strong bookings growth, particularly in data and analytics. Our listings business had the strongest IPO year since 2021. We secured three of the five top IPOs of 2025 including Medline, the largest IPO of the year. It was our seventh straight year as the leading US Exchange by proceeds raised with eligible operating companies, raising over $24 billion including over $10 billion in the fourth quarter alone.

In our Nordic markets, we also welcomed the largest IPO in Europe verisure in Europe. We continue to benefit from increased international focus on the Nordics where the equity markets have consistently outperformed the rest of the region. The strength of These markets attracted five new ETP issuers who listed 84 new exchange traded products across the Nordics in 2025. We also made strong progress on our switch program in 2025, reinforced by Walmart’s historic transfer to Nasdaq, the largest exchange switch ever completed. This milestone capped a record year for transfers including Shopify, Kimberly Clark and Thomson Reuters. In total, operating company switches in 2025 represented more than $1.2 trillion in market cap, bringing the 10 year total to $3.1 trillion.

This quarter we’re introducing an updated listings win rate methodology that better reflects the pathways through which operating companies can list on Nasdaq, including a traditional ipo, a direct listing and a SPAC combination. Under this new methodology, our Win rate was 72% for the full year 2025. This metric also accounts for our newly approved listing qualifications that raise our minimum standards. We’ve included details on page 21 of our earnings presentation. Looking ahead to 2026, we see signs of accelerating capital markets activity further supported by recent Fed cuts and a very healthy pipeline of late stage private companies.

Based on the current market dynamics, we look forward to an active new issuance year. Our data business delivered robust growth in 2025 as clients across the ecosystem utilized our data more than ever to navigate the financial markets. Our growth was driven by new enterprise license agreements which increased 24% year over year, and our international expansion efforts including signing an agreement with one of the largest banks in Saudi Arabia. Our growth was also driven by higher use of our data products across our client base. Our index franchise remains an exceptional growth engine delivering tremendous performance and innovation.

We achieved a record $99 billion in net inflows over the last 12 months, including a record $35 billion in the fourth quarter and exited the year with ETP AUM of $882 billion in all time high in index. We delivered our New Product Strategy we delivered on our new product strategy, launching 122 new products in 2025, including 60 international products and 32 in the institutional Insurance Annuity space. Within Workflow and Insights, our analytics and corporate solutions businesses continue to advance through product innovation and strategic partnerships. In analytics, the investment business delivered robust performance supported by our strong network effects.

With platform usage up 10% year over year driven by increased use research workflows. We continue to build powerful partnerships including with Juniper Square and lseg, reinforcing our strategy to embed nasdaq’s investment data in investment workflows across both public and private markets in corporate solutions, investments in AI powered features and tools as well as deep client engagement supported new sales efforts in our governance and NASDAQ lens solutions. These tools also supported retention improvement across the portfolio. Turning next to our financial technology division in 2025, fintech delivered strong financial results with 11% revenue growth. Financial crime management technology grew 22% over the year including 24% growth in the fourth quarter.

Regulatory technology delivered 10% growth for the year, including 12% growth in the fourth quarter and capital markets technology grew 9% over the year and in the fourth quarter. With more than 3,800 clients now including all of the G sibs, the division has established itself as a leading modern technology partner, helping institutions address complex risks, critical regulatory reporting and the modernization of trading infrastructure in financial crime management technology. We continued strong sales execution during the year, adding 255 new SMB clients and six new Enterprise clients, a combined 23% total client growth over the prior year in Enterprise.

Five of the six new client signings were cross sells and we completed three expansion deals with existing enterprise clients for a total of nine enterprise deals. This underscores our ability to deepen client relationships through our one NASDAQ approach. In Regulatory technology, our axiomsl team broadened our product portfolio to meet evolving regulatory demands, supporting geographic expansion into Saudi Arabia, India and France. Additionally, we deepened our partnership with Revolut after they consolidated their UK and European regulatory reporting onto our cloud managed platform. This quarter we also signed a significant cross sell to a global tier 1 bank for an enterprise cloud deployment demonstrating the scale of our solutions and the trust we’ve established across our platform.

In our solutions sorry, in our surveillance business, we drove strong client growth including an agreement with CFTC which selected NASDAQ to replace its legacy surveillance system. Overall, in 2025 our surveillance team signed 26 new clients across securities exchanges, crypto trading venues, market participants and regulators to strengthen their protections across rapidly evolving markets. In capital markets tech, we delivered a strong year driven by durable demand for market modernization solutions. We continue to strengthen our relationships with central banks, ending the year with 24 total central bank clients including three new central bank clients signed this quarter. Calypso. Experienced increased adoption from global banks and asset managers, transitioning from legacy on prem environments to cloud hosted trading, risk and treasury solutions. We’re seeing early momentum in CLPS’s fully managed service offering on AWS which drove additional upsells and a major cross sell into a leading market infrastructure operator during the quarter. In market technology, our managed service offering demonstrated strong momentum with growth across multiple solutions and in the fourth quarter we signed a major financial market infrastructure client for a multi product cloud based deployment based on the Eclipse platform, highlighting our ability to provide integrated end to end solutions.

Turning to market services, we achieved record annual net revenue of $1.2 billion, up 17% year over year fueled by elevated volumes in the U.S. equities and U.S. equity options as well as robust performance in European cash equities and equity derivatives. Our teams continue to execute well, capturing opportunities and value added products and extending our competitive positioning in both U.S. and European markets. Specifically, in the fourth quarter, our index options revenue more than doubled year over year. For a second consecutive quarter, we grew market share in European equities and we delivered strong US Tape plan revenue.

Nasdaq’s closing cross also set a new notional value record during the Triple Witch event in December with $233 billion traded. Our success in 2025 reflects our ability to execute with discipline, innovate with purpose and meet our clients evolving needs. We’ve used the start of this year to meet with clients across the globe, including on the ground at Davos, listening closely to their priorities and pressure points. Those conversations have reinforced our view of the industry’s priorities to manage risk, advance market structure and innovate with AI, strengthening our conviction and the durability of our diversified business offerings.

Looking ahead to 2026, Nasdaq is well positioned to build on our strong foundation and deliver durable growth. Our platform is built on three core strengths. First, an embedded client community that connects us to real world needs and builds trust that accelerates adoption. Second, gold source data that delivers unique client value, powering intelligence and advanced workloads and third, engineering excellence that delivers speed, resilience and interoperability at scale, enabling innovation and global deployment. Along with our deep industry expertise, these foundational layers work together to create a differentiated platform that delivers outcomes that matter to our clients. Our platform strongly positions us to take advantage of key growth areas, especially in the age of AI.

Sustained investment from leading technology firms and AI firms is continuing to reshape the economic landscape, making digital infrastructure and data driven innovation the key drivers of business investment and real growth. By architecting the world’s most modern markets, by powering the innovation economy, and by building trust in the financial system, we’re not just responding to the change, we’re shaping it. We look forward to updating you on our progress on these priorities at Investor Day next month, and with that, I’ll turn the call over to Sarah.

Sarah Youngwood — Executive Vice President, Chief Financial Officer

Thank you Adina and good morning everyone. We closed 2025 with strong momentum following an excellent year for NASDAQ. We delivered over $5 billion in annual revenue for the first time, reflecting strength across the business and performance that met or exceeded our outlook expectations in every Division. We had 10% AR growth in the year. Solutions now represent 76% of total net revenue at over $4 billion, underscoring the deliberate shift of our business mix. We coupled that growth with disciplined execution, expanding operating and EBITDA margin by 2 points, reducing gross leverage to 2.9 tonnes and delivering free cash flow conversion of 109% while continuing to invest to support long term growth.

Let’s start with annual Results on slide 11. Net revenue of $5.2 billion was up 12% with Solutions revenue of $4.0 billion up 11%. Operating expense was $2.3 billion up 7% in part driven by our strong top line growth yielding a 56% operating margin and 58% EBITDA margin. Full year net income was $2.0 billion with diluted EPS of $3.48 up 24%. Turning to quarterly results on slide 12 we reported net revenue of $1.4 billion up 13% with solutions revenue up 12%. Operating expense was $609 million up 8% leading to an operating margin of 56% and EBITDA margin of 59%, both up 2 points compared to the prior year quarter.

Net income was $554 million with diluted EPS of $0.96 up 27%. Slide 13 shows the drivers of our 12% net revenue growth for the year and 13% net revenue growth for the quarter. We generated over 8 percentage points of alpha for the quarter and for the year 170 basis point improvement in alpha growth versus 2024. The drivers were consistent for both alpha and beta. Alpha was driven by new and existing clients, low churn and product innovation. Beta was driven by elevated volumes in market services and higher valuations in NASDAQ indices as shown on Slide 14.

We achieved 10% AR growth for the year. This represents a 2 percentage point improvement versus the prior year period and includes 12% in FinTech. Total SaaS revenue grew 13% in the quarter, including 19% SAS growth in FinTech. SAS continued to represent a consistent share of ARR at 38% in line with the prior year quarter. Let’s review division results starting on slide 15. In capital access platforms we delivered quarterly revenue of $572 million, up 12% with annual revenue of $2.1 billion up 10%. Both were driven by 9% alpha. ARR growth ended the year up 7%. Data and listings revenue was up 7% in the quarter with ARR up 8%.

Data revenue growth was driven by upsells usage and new sales listings benefited from the improving IPO environment. Growth from new listings and pricing was partially offset by the revenue headwind from prior year. Delisting and lower amortization of prior year period initial listing fees, both of which were in line with our previous expectations. Looking ahead to 2026, we expect an approximately $9 million year over year headwind in each quarter from delistings in the previous year, the impact from new proposed changes to listing standards, and the amortization roll off of prior period initial listing fees. Index revenue was up 23% in the quarter.

We had net inflows of $99 billion over the last 12 months, a second consecutive quarterly record including a record $35 billion in the fourth quarter. Beta drivers were slipped with approximately 70% coming from ETP AUM appreciation for market performance and the remaining portion coming from strong year over year growth in derivatives contract volumes. Overall index delivered a 36% increase in average ETP AUM, which reached a record $860 billion in the fourth quarter quarter. As a reminder, at the start of 2026, our contracted rate associated with trading of derivatives contracts resets, holding volumes and capture constant.

We expect a sequential revenue impact in 1Q26 similar to what we saw in 1Q25. The rate will increase once we cross a specific revenue threshold which will likely occur sometime early in the second quarter. In workflow and insights, revenue was up 4% in the quarter, with ARR growth also at 4%. The revenue increase was primarily driven by analytics, mainly Investment, and Datalink, with both seeing strong booking growth as well as benefiting from the expansion into new products and in Datalink, Corporate Solutions delivered modest revenue growth. Quarterly operating margin for the division was 59%, up 100 basis points versus the prior year quarter.

The annual operating margin for the division was 60%, up 150 basis points versus the prior year. Moving to Financial Technology on Slide 16, Revenue in the quarter was $498 million, up 12% with annual revenue of $1.85 billion up 11%. ARR growth ended the year up 12%. The quarterly results reflect strong performance across all three fintech subdivisions. We signed one hundred and twenty nine new clients, one hundred and forty three upsells and twelve cross sales in the quarter, bringing the annual totals to 291 new clients, 462 upsells and 25 cross sales. Cross sales continue to represent over 15% of the financial Technology division’s pipeline.

Financial Client Management technology revenue grew 24% in the quarter with AR growth of 18%. We signed 119 new SMB clients in the fourth quarter, bringing the annual total in the client segment to 255 net revenue retention was 112%, reflecting strong client engagement. We also had continued momentum with enterprise clients with three new signings in the quarter bringing our totals to nine enterprise deals for the year. In 2025 we signed four times the number of enterprise deals at four times the ACV compared to 2024 with ACV concentrated in the second half of the year. The sequential revenue improvement in the fourth quarter was primarily driven by professional services fees related to SMB and enterprise client implementations.

We do not expect to maintain these levels over the first half of 2026 based on the implementation timing for deals signed in the second half of 2025. As a reminder as we go, our enterprise business will expect to see increased quarterly variability in revenue growth impact from enterprise client signings. Regulatory Technology had quarterly revenue growth and ARR of 12%. Revenue growth in the quarter reflects strong performance across both Axiom SL and Surveillance driven by our successful cell execution as well as sequentially improved professional services revenue. Consistent with our previous comments, Capital Market Technology has quarterly revenue growth of 9% and AR growth of 11% with a difference driven by professional services fees.

Financial Technology quarterly operating margin was 48%, down 100 basis points versus the prior year quarter and annual operating margin was 47% in line with the previous year. We are well positioned in 2026 for continued growth and expansion of the financial technology business. Before I wrap up on FinTech, let me provide an update on the 2025 performance of the combination of Axiom SL and Calypso. ARR growth was 13% including the ramp of two deals. Adenza also had healthy subscription revenue growth of 12%, partially offset by lower professional services including the implementation delays related to client readiness which we referenced earlier this year.

Going forward, we will continue to report Calypso and Actum SL within their respective subdivisions and will no longer disclose addenda, specific revenue or ARR performance. Turning to Market Services on Slide 17, we had net revenue of $311 million in the quarter, a quarterly record reflecting growth of 14%. For the year we had net revenue of $1.2 billion, an annual record reflecting growth of 17%. Growth in the quarter was driven by record industry volumes in US equities and options as well as our ability to consistently deliver alpha as reflected in index options revenue more than doubling for the second straight quarter driven by improving volumes and capture, elevated market share in European equities and higher U.S.

state Plan revenue versus the prior year quarter which had abnormally low port share. The growth was partially offset by lower capture in US Options with two drivers. The options regulatory fee or OFF allows us to recoup a portion of or at most all our regulatory expense throughout the year. The fee that we collect is reflected as a component of our options capture rate. Given the strong volume and share performance of our options market in 2025, our regulatory expenses were mostly recovered during the first three quarters of the year, resulting in lower ARF and thus a lower net options capture rate in the fourth quarter.

Separately, the strong volumes we mentioned in the quarter came with a mixed shift toward lower revenue. Quarter Other revenue within market services also reflected record revenue in our Canadian equity business as well as higher capture in European equity derivatives market services. Quarterly and annual operating margins were both at 64% and both up over 5 percentage points due to higher revenue. Moving to expenses on slide 18, we had operating expenses of $2.331 billion for 2025, an increase of 7% driven by strong revenue performance, growth in employee compensation and strong investment in people and technology to support revenue and drive innovation and growth.

For the fourth quarter we had operating expenses of 6 or $9 million, up 8% driven by similar factors. Fourth quarter operating margin was 56% and EBITDA margin was 59%, both up 2 percentage points versus the prior year period. We are introducing our 2026 non GAAP operating expense guidance of 2.455 billion to $2.535 billion. This reflects a non GAAP organic growth rate of 7% at the midpoint, which includes the in year benefit of net synergies action under our expended cost program, a $25 million net decline due to divestiture and a small acquisition and a nearly $20 million increase from FX as well as a strong level of investments in growth and innovation, including AI, both in our products and on our business, which we’ll discuss in more details at Investor Day.

Our effective tax rate in full Q25 of 21.2% reflects the impact of a few discrete items. This resulted in a 2025 full year tax rate of 22.4%, slightly below the 2025 tax rate guidance. For 2026, we expect a non GAAP tax rate going back to a range of 22.5 to 24.5% due to the absence of one time items and the exploration of certain benefits. Turning to capital allocation on Slide 19, Nasdaq generated free cash flow of approximately $2.2 billion in 2025, including $537 million in the fourth quarter. The year reflected a conversion ratio of 109%.

In 2025, we paid dividends of $1.05 per share, totaling $601 million. Fourth quarter dividend payments of $153 million represented $0.27 per share and a 31% annualized payout ratio. We paid down $826 million of debt in the year, including $100 million in the fourth quarter through a successful tender offer to end the year with a gross leverage ratio of 2.9 times, beating our expectation of 3.0x. In the fourth quarter, we repurchased 3.2 million shares for $286 million, bringing full year repurchases to 7.2 million shares or $616 million in 2025. As I wrap up, I want to thank the full NASDAQ team for an outstanding year of execution and I am proud of our accomplishments.

I am more confident than ever in our growth story and our ability to deliver even more value to our clients and shareholders in 2026 and beyond. With that, I’ll open the call for Q and A.

Questions and Answers:

operator

Thank you. As a reminder to ask a question, you will need to press Star 11 on your telephone. To withdraw your question, please press Star 1 1. Again, we ask that you please limit your questions to no more than one, but feel free to go back into the queue and if time permits, we’ll be happy to take your follow up questions at that time. Please stand by while we compile the Q and A roster and I sure our first question in the queue comes from the line of Patrick Moley from Piper Sandler. Please go ahead.

Patrick Moley

Yes, good morning. Thanks for taking the question. So you recently received SEC approval for expanded options expirations in some of the Mag 7 names. Your Monday, Wednesday, Friday now. So could you talk about just your expectation for what this now means for the options market overall, how NASDAQ stands to benefit, and any expectation you have about what this could mean for just market volumes in general. And then as a second part to that, if we do see this lead to a proliferation of zero DTE trading in single stock options, I’m curious whether you think this will be a tailwind for your index option franchise, given that the weighting of some of these Mag 7 names is greater in your indices relative to a competitor like the S&P 500 and could be viewed as a more accurate hedging tool for this type of new market activity that we could see.

Thanks.

Adena T. Friedman

Thanks Patrick. Yeah, so first, we’re really pleased that we were able to launch this and our clients are also very happy that they have more choice in terms of being able to manage risk more precisely and more accurately as they are managing their capital in markets. And we are definitely seeing early uptick. That’s really exciting. So we see this. The world is changing very quickly. I think that giving our clients more opportunity to manage risk in a shorter, dated way allows them to be able to address changes in the marketplace, change in the environment in a much more precise way.

And we think that this is a trend that will continue to drive both volumes in the markets, but also participation in the markets from institutional players. And it has an opportunity to expand that. So we’re very pleased with it. We are focused on the stocks we’ve already launched, and we want to continue to be very mindful of the liquidity characteristics of the companies that we’re introducing into this framework, because I think that’s really important in terms of being able to manage risk successfully. But we are very excited to continue to expand it over time, and we’ll certainly provide you updates as we see the volumes come into the market.

It’s only been live for a week, so we have some room to go in terms of being able to understand the effect on our markets.

operator

Thank you. And I show o ur next question comes from the line of Jeff Schmidt from William Blair. Please go ahead.

Jeff Schmitt

Hi, good morning. You’ve seen really strong growth in equity options volumes in the second half here and in the quarter, even though comparisons have been tough. Volatility has come down from the first half. Is that just being driven by retail strength? Do you see a structural shift there? And is that carried over into 26?

Adena T. Friedman

Yeah. So you’re right that we have seen very nice continued growth in the volumes within the equities and equity options markets. And I think that in both cases, it’s actually really a broadening out of the investor base, both in retail for the equities markets and in retail and institutional and the options markets. And it is, I think, reflective of a structural shift in terms of the interest that investors have in public equities, which is terrific. I also think that the other thing that we have also seen is a real increase in equity options on the ETF options overlay.

So there’s a lot more AUM coming into ETFs with an options overlay, which then, of course, brings more institutional engagement into the options markets. So that’s also been a driver, I would say, a structural shift and a structural change in the drivers of the options markets in particular, but just that level of engagement also just continues to drive our interest in expanding the market. So as we go later into 2026, we’re really excited to be able to Hopefully a pending SEC approval launch 23,5 trading in the NASDAQ stock Market and start to really broaden the investor base even further around the world.

So it’s an exciting time to be in the markets business. No doubt about it.

operator

Thank you. And I show o ur next question comes from the line of Michael Cho from JPMorgan. Please go ahead.

Michael Cho

Hi, good morning. Thanks for taking my question. I just wanted to touch on the data and listings segment. Adena, you called out some large wins in the quarter and in the year and certainly pointed to maybe accelerating new listings activity ahead. Maybe. I was just wondering if you could just unpack your comments around the pipeline and pace expectations a little bit and I guess is there anything to consider for this segment into I guess into 2026 relative to the little single digit medium term guide that’s out there now. Thanks.

Adena T. Friedman

Great. Well, thanks, Michael. Yeah, we definitely had momentum in general for new issuances. Really started to build up as we went through 2025. We did unfortunately have an interruption to that with the government shutdown. So we actually saw some issuance, some issuers who really wanted to tap the public markets in the fourth quarter. Now really focusing on the first and second quarter of 2026. But that also and then we have a lot of active dialogue with companies, late stage private companies looking to tap the public markets. We also see that there’s a lot of investor interest in the public markets.

I was at a meeting in Davos with a lot of asset managers and pensions and one of the things that we heard was that there really is a premium value to liquidity right now because the environment around us is so dynamic that the ability to have liquid assets that they can invest in and have the opportunity to be able to invest in these growth assets in liquid states is something that’s really more and more interesting to both the pensions and to asset managers. So we’re excited about the fact that there’s risk capital available, that their company is ready to go.

And now we just need to make sure that we can execute on them. And I think that’s pretty exciting. It also obviously accrues the benefit of our index business. And then with switches companies that are coming from New York to Nasdaq, we continue to be able to demonstrate a differentiated value proposition that we’re very excited to have more companies join us here at nasdaq.

operator

Thank you. And I show our next Question comes from the line of Dan Fannin from Jefferies. Please go ahead.

Daniel Fannon

Thanks. Good morning. Wanted to follow up on the financial crime management outlook. 24% in the fourth quarter. I think you talked about some professional fees. Wanted to understand a bit better momentum into next year and tracking more towards the medium term guide of mid-20s growth.

Adena T. Friedman

Yes. So I think that Sarah gave you some good information around how we see the development of the sales. The fact that in the enterprise deals the ACV was back weighted in the year, it does take longer to implement those clients and we don’t bring that into our ARR until they’re fully implemented in live. So that I think kind of gives you a sense of how we’re thinking about the year progressing for enterprise, enterprise deals and then on professional services fees as we are engaging both with a lot of SMB clients. We had a really great sales year for SMB clients in addition to the enterprise deals where there is, I would say more effort involved with implementing those clients.

We will see a little bit more variability quarter to quarter in revenues as we manage our professional services revenues with those implementations. And that’s some of what you saw in the fourth quarter. So with that I think that kind of the building momentum, we’re just so happy we have nine new clients or nine new deals, including actually three upsells. That’s a new muscle also for the financial crime management team to be a modular provider of capabilities to these enterprise clients. So I have to tell you, we’re really, really excited about both what we’ve been able to do in 25, but also the pipeline of opportunity in 26.

operator

Thank you. And I show o ur next question comes from the line of Eli Abboud from Bank of America. Please go ahead.

Eli Abboud

Good morning. Thanks for taking my question. Dina, you made some comments at the SEC CFTC Joint Roundtable a few months back kind of lamenting how difficult it is for NASDAQ to own an ats. I was wondering if you could expand more on those comments. If the rules do indeed change at the sec, is there an opportunity for NASDAQ to do M and A in the off exchange space or do you think NASDAQ can compete organically with these off exchange venues?

Adena T. Friedman

Well, first, we are very encouraged by the fact that the SEC is focused on providing more innovation opportunities in the securities market and we really like to be a holistic provider to our clients. But we have been really limited in the way that we’ve been able to offer our solutions to clients. The exchange rules are very codified and it makes it very difficult to be an innovator within the confines of the exchange rules. So allowing us to have the flexibility to have an ATS as part of our solution set to our clients and being able to tap into more of the off exchange trading is a real interest of ours.

We do see that the sec, we believe that they’re going to provide a more flexible framework for that. And as we continue to engage with them, we will be excited to see ways for us to get involved in that space going forward.

operator

Thank you. And I show our n ext question comes from the line of Simon Clinch from Rothschild and Co. Redburn. Please go ahead.

Simon Clinch

Hi. Thanks for taking my question. I was wondering if I could just change tactics in terms of you’ve already achieved beaten the leverage target you set as we look ahead in terms of capital allocation. Then you’ve made comments before that sort of transformational deals are kind of, I guess maybe off the table is not the right word. But yeah, they’re not really on the agenda at the moment. So I was wondering if you could talk about the pipeline of sort of. Of opportunistic deals you have, how you balance that with the potential for buyback because you can have a lot of capital coming your way and against that the sort of the general range of leverage that you’re willing to operate in. Thanks.

Sarah Youngwood

Thanks Simon. So indeed $2.2 billion of free cash flow and 1 or 9% of free cash flow conversion. We’re very proud of those numbers and that gives us a lot of ability to have multiple things we can do. We are focused on organic growth and are supporting on our organic growth. We are also continuing to have a progressive dividend and you’ve seen us do some share repurchases, some debt repurchases and that is something which we are very interested in continuing to do. And of course we will continue to evaluate bolt ons, especially with a build versus buy approach.

operator

Thank you. And I show o ur next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.

Brian Bedell

Great, thanks. Good morning. Thanks for taking my question. Maybe just ring back on Fintech and the medium term growth targets. You’ve had great acceleration in the upsells in new clients just in 4q relative to even the 25 pace. I know you talked about some implementation lags and headwinds coming into 26, but if you think about the full year, given that momentum and the secular trends that you’re talking about, should we think of potentially an acceleration of regtech and cap markets, revenue growth higher towards the higher end of those ranges or at least acceleration on a full year basis in 26 versus 25.

Just based on that comment. I know it’s early of course, but just wanted to get some color around that.

Adena T. Friedman

Sure. Well, I think first, just to remember, our fourth quarter is always our largest sales quarter for FinTech and so it is, you know, it’s wonderful to see, but it is also a pretty cyclical element of the business in terms of having majority, not the majority, but a large portion of sales occur in the fourth quarter. I think that as we. You are right, we do have good momentum in the business. We have, we feel very good about the client engagements and we’ve been, we had a particularly, I mean if I look at it like every part of the fintech business had a strong sales year in different ways.

You know, the upsells in certain areas were just really remarkable and the new sales in other areas were great. So. And when we look at the pipeline, we continue to have really strong engagement across the the world with our clients and potential clients. So I’m not going to give you outlook, specific outlook for 26, but I just want to say that we’re really pleased with the ongoing performance of the business. The way that we’re engaging customers and the opportunity set in front of us. It’s critical for us to continue to innovate and we are doing that at scale, we’re doing that with our clients.

It’s a really exciting time in that business as well.

operator

Thank you. And actually our next question comes from the line of Alex Cram from ubs. Please go ahead.

Alex Kramm

Yes. Hey, good morning everyone. This may be a little bit of a random topic, but Adina, I would be curious if you can talk a little bit about what’s going on in proxy these days. I mean, you’ve talked about it on some of the prior calls already and there’s clearly a lot of things happening on the advisory side. But you guys had an op ed in November as well talking or even complaining about the rising cost of even the processing side of that and maybe even suggesting like there should be better solutions maybe involving blockchain.

So just wondering, given that this is a pretty sizable market today with one large player, do you think there is a role for nasdaq? Do you have any ambitions and anything you can share that you may be doing to help you and your listed clients?

Adena T. Friedman

Yeah. Great, thanks, Alex. The focus we’ve been having on proxy is definitely on policy reform, regulatory reform, as well as modernization of the proxy infrastructure. And so I can just say when we engage in that topic, we are engaging on behalf of our listed clients and really reflecting their experience and what they feel is one of the bigger pain points to being a public company. If we want more companies to be public, we have to find ways to make the path to being public less onerous and less of a big leap. And so our engagement on proxy has primarily been both with the regulators and with the established providers to make it so that we can streamline the technology.

I think there’s actually, I don’t know if you’ve done a proxy vote lately, but I have to say the new app that they’ve delivered, that Broadridge has delivered for proxy voting, is actually quite good and easy to use. So making sure we’re modernizing that, making sure we’re also focusing on the plumbing, the proxy plumbing, because we have so much more retail investment in the markets, we need to engage those retail investors. There’s also pass through voting that’s been developed now among the institutions and that also needs to have a process and technology that underpins it in addition to having changes in the proxy process at the regulatory level so that companies can operate, spend their time operating their businesses and not dealing with proxy.

So that’s the focus we have, Alex. It’s not so much as a business opportunity.

operator

Thank you. And actually our next question comes from the line of Michael Cyphers from Morgan Stanley. Please go ahead.

Michael Cyprys

Hey, good morning. Thanks for taking the question. Just wanted to ask around the proposal you have out there to tokenize equity securities. Just curious how you envision that integrating with existing infrastructure. How your proposal, how you guys think about it being different from others that you’re seeing out there in the marketplace or other proposals out there. And just more broadly, how you see the potential to ultimately migrate toward fully on chain environment. What hurdles would need to be overcome, what the timeframe and path might look like.

Adena T. Friedman

Okay, great. Well, that’s a big question. So I would say, I would start by saying the purpose of our regulatory filing to introduce tokenized equities is to actually make sure it is in fact integrated into the infrastructure that exists. We have the deepest, most liquid markets in the world. They operate at enormous scale. We manage 3 to 5 million messages a second depending on equities and options. Markets we manage, honestly, we have in any given day somewhere in the range of 80 to 100 billion messages that flow through our systems. And we provide latency of less than 20 microseconds on an average basis.

So it is a remarkable business. And the Resiliency of what we’ve created is so important to maintain. So as we’ve been thinking about and driving tokenization, it is a good technology. It is something that can, over time, kind of transform the ability to move money around the world, can transform the ability to manage collateral in a much more flexible way, can allow retail investors more access to more markets. So it’s an exciting technology. But our approach to this has always been let’s make sure we focus on investor protection, focus on issuer choice, focus on having the integrity of the markets be retained while bringing this technology in.

So our tokenization filing is meant to be working with the infrastructure providers like dtcc, other transfer agencies, other providers, all of our market participants, to allow for inequity to be tokenized at the cusip, to allow the investor to have a choice as to whether they want the stock to settle in a tokenized form or a traditional form, to allow for fungibility and interoperability. And we are engaging with DTCC and with other key players to make this a reality. And we will also look for other innovations. And there’s a lot of innovation in the space where we want to make sure we’re addressing investor needs and issuer needs, but also recognizing the role we play in the industry and how we kind of bring the proper protections through as we bring this technology into the market.

operator

Thank you. And I show o ur next question comes from the line of Alexander Blolstein from Goldman Sachs. Please go ahead.

Alexander Blostein

Great. Hey, Adina. Hey, Sarah. Good morning everybody. I was hoping we could expand on the sort of M and a discussion that Sarah hit on a little bit earlier. When you kind of zoom out, it feels like there’s a lot of development in new markets, whether it’s sort of digital assets and new technologies, obviously with AI, et cetera, as you sort of progress. And you’re obviously very far in integrating Exiom and Calypso now. And over the last 12 to 18 months it was very clear you preferred organic growth. But now that perhaps the balance sheet is in a better capacity space and you’re further along in integrating, how are you thinking about ma broadly? Is organic growth still the primary focus for the firm for the next c all it a couple years?

Adena T. Friedman

Yeah. So thanks Alex, as well. As Sarah mentioned, we are really focused on organic growth and innovation and engaging with our clients. But as she also mentioned, we have a lot of great ways to use this great capital that we make every year. And we will continue to evaluate potential bolt on acquisitions in kind of a build versus buy orientation. But if you were to ask our team, the organic roots path and the opportunities we have in front of us are really tremendous. So we are keeping the team focused on that.

operator

Thank you. And I show our next question comes from the line of Ashish Sabhadra from RBC Capital Markets. Please go ahead.

Ashish Sabadra

Thanks for taking my question. Adina, can you share your views on the prediction markets? Your peers have announced partnership, investment or organic investments in prediction market. Does NASDAQ have aspirations to get into the prediction market as well? Thanks.

Adena T. Friedman

Sure. Thank you. Well, one thing I’ve said pretty consistently is we really like to operate in regulated markets and we operate best when the markets provide clear rules of the road. And I think that the prediction market space is very dynamic. The regulatory environment is still not really settled. And so we’re certainly focused on what kind of benefits they can offer to investors, the risks that they introduced and things like that. To say, does this fit within our risk tolerance? Does it fit within the regulatory mandate that we have? Do we feel confident in our ability to be successful in making sure that we can deliver for investors and deliver a great experience, but also have the proper investor protections that we really look for when we do make decisions to operate markets? One of the things that we have been evaluating is, is within the options business, the potential for us to have event options within the options business so that we can have it within a regulated market.

And the other thing is that we do provide technology to the prediction markets and we also can provide data distribution and other things to support prediction markets for other parts of our business.

operator

Thank you. And I show our next question comes from the line of Owen Lau from Clare Street. Please go ahead.

Owen Lau

Hey, good morning. Thank you for taking my question. I want to go back to the tokenization topic and how do you think about the risk of splitting liquidity between on chain and traditional whale and also the competition between tokenized equities and the issuance of blockchain native token a little bit technically, but thanks.

Adena T. Friedman

Thank you. So we definitely have a real, I think I would say a mandate to be the provider that focuses on bringing liquidity together. I mean, that’s really a big core function of ours, is to drive transparency, liquidity and integrity across the markets that we operate. So we do actually care a lot about making sure that investors have a complete view of the trading of any sort of equity, whether it’s in tokenized form or not, that they have a complete understanding of the risks and benefits of whatever they’re trading. So if it’s a full equity versus synthetic Equity, making sure they understand those differences and the risks that they bring, and then also allowing for issuers to have a complete understanding of the trading of their stock.

That is one of the core tenets, frankly, of the national market system. And it’s something that I think we feel it’s important to preserve. We have been, you know, we have obviously been engaging very closely with the SEC and with legislators to understand kind of the changes that they’re trying to seek to open up the aperture to innovation with tokenized equities. And we did see some guidance come from the SEC last night around that topic of tokenized equities, which we’re pleased to have an understanding of the framework that we should be operating within so that we can make sure that we’re bringing the right experience to investors and maintaining that issue for choice as to how their stock trades and the transparency that they have.

So it’s a very dynamic time, Owen, and it’s something where we have a lot of engagement with our clients and in Washington to make sure we’re creating sustainable path forward for bringing tokenization into the equities markets. In terms of blockchain native, that’s a harder thing to do in the equity space. I just have to say, to have blockchain native trading of equities at the scale we have, with the message traffic we have, with the determinism, the speed, the latency, I would have to say that the technology is not there to be able to support the level of the level of trading that occurs in the equities markets.

And the other thing we have to think about is capital efficiency too, in making sure that there’s a lot of netting that happens in the equities markets to make it so it’s an affordable trading environment for the market participants. So we have to think about how do you persist that efficiency as you’re bringing tokenization into the market participation as well.

operator

Thank you. And I show o ur last question in the queue comes from the line of Benjamin Buttish from Barclays. Please go ahead.

Benjamin Budish

Hi, good morning and thank you for taking the question. Maybe just to round out the discussion on tokenization, you’ve talked about some of the benefits, capital efficiencies, creating access to new products, round the clock trading. If you look forward, say five years and assume a lot of the market migrates to tokenized trading, how do you think about the end benefits to nasdaq? Do you think there could be a material uplift in trading activity because of these capital efficiencies or around the clock trading do you see internal cost saves or does it come down to the same.

If everybody is trading on blockchains, does it come down to the same competitive factors? Liquidity, debt, the market kind of thing? It would be great to get your thoughts there. Thank you.

Adena T. Friedman

I think that if we think about the evolution of markets and bringing new technologies to market, anything you can do to drive more capital efficiency opens up the ability for more people to participate. Now, how you bring capital efficiency into tokenized equities is a really, really important question that I don’t think we have a perfect answer to at this point. But I do think that that’s important. The one area that we’re focused on with capital efficiency is collateral movement. There’s a lot of collateral that’s kind of trapped inside of clearinghouses and clearing brokers because of the fact that there’s friction to converting that into something that can move and move across.

And in fact, one of the conversations we’ve been having with some of the critical infrastructure providers is how do they manage the netting and the capital obligations and margining in these new cross, newer market hours? Because the traditional payment rails are not designed for 24. So leveraging the tokenization and digital assets, digital capital to allow for collateral to move more efficiently, we see as a real opportunity. And in five years, if that’s something where money is just moving consistently across the world in a tokenized form that allows for more capital efficiency, we see that as opening the aperture. The other thing about 24. 5 trading is just, does it increase the addressable market? It’s hard to know, right? We’ve seen a small amount of trading occurring when our systems are not open today. But we are making a long term bet that we can open the aperture and increase the addressable market in terms of investors who have access to our markets during their waking hours.

And then of course, it also means that we have an opportunity to provide more services, fintech services to our clients, whether that’s surveillance, trade, infrastructure, regulatory reporting, things where as institutional engagement grows and expands around the world, we hope to be a partner to them across our fintech solutions as well.

operator

Thank you. This concludes our Q and A session. At this time, I’d like to turn the conference back to Adena Friedman, President and CEO, for closing remarks.

Adena T. Friedman

All right, well, before we close, I want to remind everyone that we have scheduled our 2026 Investor Day for February 25th. We hope to see you all there, either in person or virtually, and we look forward to sharing our vision with you. Thank you all for joining and have a great day. Thank you.

operator

Thank you. This concludes today’s conference call. Thank you for participating. You may now disconnect.