10-K: Nasdaq Reports Strong 2025 Growth, Record Listings & Index AUM

Nasdaq, Inc. reported significant financial growth in 2025, driven by record listings, increased index assets under management, and robust performance across its Financial Technology and Market Services segments.

Summary

• Revenues less transaction-based expenses increased by 12.9% to $5,249 million in 2025, up from $4,649 million in 2024.
• Operating income grew by 29.7% to $2,331 million in 2025, compared to $1,798 million in 2024.
• Net income attributable to Nasdaq surged by 60.1% to $1,788 million in 2025, from $1,117 million in 2024.
• Diluted earnings per share increased by 60.3% to $3.09 in 2025, up from $1.93 in 2024.
• Annualized Recurring Revenue (ARR) reached $2,800 million as of December 31, 2025, reflecting a 14% growth in the Financial Technology segment.
• Nasdaq achieved its seventh consecutive year as the top U.S. exchange by proceeds raised, with U.S. operating company IPOs raising over $24 billion in 2025.
• Record listing transfers occurred in 2025, totaling over $1.2 trillion in global equity market capitalization switching to The Nasdaq Stock Market.
• Index business achieved record net inflows of $99 billion in 2025, with ETP AUM reaching an all-time high of $882 billion.
• The company launched 122 new Index products in 2025, with nearly half being international products and 32 in the institutional insurance annuity space.
• Market Services delivered record revenue, driven by strong U.S. cash equities and U.S. equities options volumes in 2025.
• Nasdaq completed the sale of its Solovis business and Nordic power futures business in 2025, recognizing a net gain on divestitures of $86 million.
• The company continued its strategic technology partnership with AWS, introducing new solutions and expanding its colocation facility.
• Nasdaq announced plans to introduce extended trading hours (Global Trading Hours) on The Nasdaq Stock Market in the second half of 2026, subject to regulatory approval.
• A proposed rule change was filed with the SEC in Q3 2025 to enable trading of tokenized equity securities and ETPs on its platform.
• The company repurchased $616 million of common stock in 2025 and declared cash dividends of $1.05 per common share.
• Headcount increased to 9,525 employees as of December 31, 2025, from 9,162 in 2024, supporting revenue growth and innovation.
• The Adenza restructuring program actions were completed as of December 31, 2025, achieving over $160 million in net expense synergies.
• The company's internal employee engagement score reached a record high of 81% favorable in 2025, placing it in the top 10% of tech companies.
• Workforce voluntary attrition rate decreased to approximately 5.6% in 2025, nearly one percentage point lower than 2024.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive report, reflecting robust financial performance, strategic execution in high-growth areas like FinTech and AI, and continued market leadership in listings and index products, despite ongoing competitive and regulatory challenges.

Positives

• Revenues less transaction-based expenses increased by 12.9% to $5,249 million in 2025.
• Operating income grew by 29.7% to $2,331 million in 2025.
• Net income attributable to Nasdaq increased by 60.1% to $1,788 million in 2025.
• Diluted earnings per share rose by 60.3% to $3.09 in 2025.
• Nasdaq achieved its seventh consecutive year as the top U.S. exchange by proceeds raised, with over $24 billion from operating company IPOs.
• Record listing transfers of over $1.2 trillion in global equity market capitalization to The Nasdaq Stock Market in 2025.
• Index business recorded record net inflows of $99 billion and an all-time high ETP AUM of $882 billion.
• Financial Technology segment delivered 14% growth in ARR and revenue, driven by new clients, cross-sells, and upsells.
• Market Services segment achieved record revenue due to strong U.S. cash equities and U.S. equities options volumes.
• Successful divestitures of Solovis and Nordic power futures businesses resulted in a net gain of $86 million.
• Continued investment in technology, including cloud initiatives and AI, with a strategic partnership with AWS.
• Expansion of colocation facility to meet growing demand and support next-generation compute workloads.
• High employee engagement score of 81% favorable and a reduced voluntary attrition rate of 5.6% in 2025.
• Completion of Adenza restructuring program actions by December 31, 2025, yielding over $160 million in net expense synergies.
• Increased cash dividends declared per common share to $1.05 in 2025 from $0.94 in 2024.

Negatives

• Section 31 fees decreased by 46.1% in 2025 primarily due to a decrease in the rate to zero in Q2 2025, impacting gross revenue but not net revenue.
• U.S. matched market share executed on Nasdaq's exchanges decreased to 29.1% in U.S. equity options (from 29.8% in 2024) and to 14.2% in U.S. cash equity trading (from 15.6% in 2024).
• The European Commission opened a formal antitrust investigation in November 2025 regarding potential coordination with Deutsche Borse in Nordic financial derivatives, with an uncertain duration and outcome.
• The 11th Circuit U.S. Court of Appeals vacated the SEC's CAT Funding Model in July 2025, potentially delaying or preventing recovery of $99 million in outstanding net receivables for CAT implementation expenses.
• Other income (loss) was a net loss of $27 million in 2025, a significant decrease from a $21 million gain in 2024, primarily due to net losses from strategic investments.

Risks

• Economic conditions and market factors beyond control (e.g., inflation, interest rate fluctuations, market volatility, regulatory shifts) may adversely affect business and financial condition.
• Adverse market conditions could reduce customer demand for services, trading volumes/values, listed companies, and market data customers.
• The industries are highly competitive, facing significant competition from other market participants, exchanges, and financial services/technology companies.
• Proposed new offerings (e.g., tokenized equity securities, extended trading hours) may not be successful.
• System limitations or failures (human error, electrical/telecommunications failures, hardware/software defects, cyberattacks) could harm business, leading to service disruptions, financial losses, and regulatory sanctions.
• Failure to continuously introduce new products, initiatives, and enhancements to maintain competitive position and address regulatory responsibilities.
• A decline in trading and clearing volumes or values or market share will decrease trading and clearing revenues.
• Position in the global marketplace makes the company a greater risk target for cyberattacks from foreign governments, hacktivists, insiders, and criminal organizations.
• Expanded cybersecurity regulations and increased infrastructure/compliance costs may adversely impact results of operations.
• AI initiatives and the use of AI in existing products may be unsuccessful and give rise to risks (harmful content, accuracy, bias, IP infringement, data privacy, cybersecurity).
• Failure to attract and retain key personnel may adversely affect the ability to conduct business, potentially leading to higher compensation costs.
• Exposure to credit, liquidity, and counterparty risks from clearinghouse operations and third-party relationships.
• Stagnation or decline in the listings market could have an adverse effect on revenues.
• Inability to successfully integrate acquired businesses, leading to failure to realize anticipated benefits or synergies.
• Reliance on third parties for regulatory, data center, cloud computing, and other services, with potential adverse effects if these parties fail to perform.
• Requirement to recognize impairments of goodwill, intangible assets, or other long-lived assets in the future.
• Acquisitions, divestments, investments, joint ventures, and other transactional activities may require significant resources and/or result in unanticipated losses, costs, or liabilities.
• A downgrade of credit rating could increase the cost of funding from capital markets.
• Leverage limits financial flexibility, increases exposure to weakening economic conditions, and may adversely affect ability to obtain additional financing.
• Need to invest in operations to maintain and grow business and integrate acquisitions, potentially requiring additional funds that may not be readily available.
• Operation in highly regulated industries may lead to censures, fines, and enforcement proceedings for non-compliance with ambiguous and changing regulatory obligations.
• Regulatory changes and new interpretations of existing requirements could require substantial time and resources for compliance.
• The SEC's vacated CAT Funding Model may delay or prevent recovery of expenses related to CAT implementation.
• Litigation risks, compliance obligations, and associated enforcement risks, including economic sanctions, export controls, corruption, and money laundering.
• Potential conflicts of interest arising from self-regulatory obligations and operating for-profit businesses.
• Laws and regulations regarding security and safeguarding of systems, protection of sensitive customer data, and handling of personal data may affect services or result in increased costs, legal claims, or fines.
• Changes in tax laws, regulations, or policies could have a material adverse effect on financial results.
• Damage to reputation or brand name could have a material adverse effect on businesses.
• Failure to meet customer expectations or deadlines for product implementation could result in negative publicity, losses, and reduced sales.
• Reputational, regulatory, and financial risks related to evolving and conflicting stakeholder expectations on sustainability matters.
• Failure to protect intellectual property rights, or allegations of infringement, could harm brand-building efforts and ability to compete.
• Dependence on cash flow from subsidiaries to meet obligations, with potential restrictions on dividend payments.
• Fluctuations in operating results due to national and international factors beyond control, which may adversely affect common stock market price.
• Operational processes are subject to the risk of error, potentially resulting in financial loss or reputational damage.
• Climate and weather-related risks may disrupt business, while simultaneously facing reputational, regulatory, and financial risks related to sustainability expectations.
• Operations in various international markets are subject to political, economic, and social uncertainties.
• Unforeseen or catastrophic events could interrupt critical business functions.
• Exposure to currency risk due to operations in numerous countries.
• Ineffectiveness of risk management methods could adversely affect business, reputation, and financial results.
• Future dividends on common stock are at the discretion of the board of directors and not guaranteed.
• Provisions of certificate of incorporation, by-laws, exchange rules, and governing law restrict ownership and voting of common stock, potentially delaying or preventing a change in control.

Future Outlook

Nasdaq plans to continue developing products and services using AI, including generative AI, in 2026, particularly in investment analytics, investor relations, fraud and anti-money laundering, and AI-powered order types. The company expects to move additional markets to the cloud with AWS over the next several years. Nasdaq plans to launch Global Trading Hours, creating a 23-hour trading day, five days a week, in the second half of 2026, subject to regulatory approval. The winding down of commodities clearing and trading services is expected during the second half of 2026, with the business fully wound down in the months following. The company also expects to incur additional restructuring costs in the first half of 2026 related to accelerating efficiencies through location strategy and enhanced AI capabilities.

Management Comments

• Nasdaq is a leading technology platform that powers the world's economies, architecting the infrastructure of modern markets, powering the innovation economy, and building trust in the financial system.
• The strategic direction is aimed at optimizing the deployment of resources, human capital, and financial assets towards promising growth opportunities, including solutions for combating financial crime, compliance, marketplace technology, workflow for investment managers, and insight solutions.
• The seamless integration of Verafin and Adenza businesses allowed the company to capitalize on its existing divisional structure, consolidated by a singular 'One Nasdaq' go-to-market strategy.
• The focus on AI to enhance features of existing offerings and in the development of new solutions, together with significant proprietary data sets and the use of AI to drive internal operating efficiencies, provides a competitive advantage.
• Migrating exchanges and non-exchange workloads to the cloud, through partnership with AWS, will result in improved performance and increased flexibility for customers.
• The company is committed to the ethical and responsible use of AI in products, services, and business operations, aligning with core values through a framework that addresses new and unique risks while enabling innovation.
• Nasdaq's Month of Impact is a way of celebrating and observing Financial Literacy Awareness Month and Global Volunteer Month, combining core focus areas to create a more significant and positive impact within communities.
• The board of directors maintains a dividend policy with the intention to provide shareholders with regular and increasing dividends as earnings and cash flows increase.

Industry Context

StockSavvy.ai notes that Nasdaq's strong 2025 performance, particularly in listings and index AUM, reflects a robust capital markets environment and successful strategic acquisitions like Adenza and Verafin, which are expanding its footprint in financial technology and regulatory solutions. The company's aggressive push into AI and cloud-based infrastructure aligns with broader industry trends towards digital transformation and enhanced data analytics, positioning it favorably against competitors like Cboe Global Markets, Inc. and Intercontinental Exchange, Inc. The focus on anti-financial crime and regulatory technology addresses increasing demand for compliance solutions in a complex global regulatory landscape. The proposed extended trading hours and tokenized securities initiatives indicate a proactive approach to evolving market structures and emerging asset classes, potentially setting new industry standards.

Comparison to Industry Standards

• Nasdaq's 2025 U.S. operating company IPOs raising over $24 billion and $1.2 trillion in listing transfers demonstrate strong leadership in capital formation compared to competitors like NYSE, which also competes for larger company listings.
• The Index business's $882 billion in ETP AUM and $99 billion in net inflows highlight its competitive strength against major index providers such as S&P Dow Jones Indices, MSCI, and FTSE Russell.
• The Financial Technology segment's 14% ARR and revenue growth indicates strong performance in a market with diverse competitors ranging from core banking solution providers to FinTech start-ups and established technology companies expanding into financial crime management.
• Nasdaq's combined options market share of 29.1% in 2025, while still the largest, shows a slight decrease from 29.8% in 2024, indicating ongoing intense competition from other options exchanges like Cboe Global Markets, Inc., MIAX, and MEMX.
• The U.S. cash equity matched market share of 14.2% in 2025, down from 15.6% in 2024, reflects continued competitive pressure from other exchanges (Cboe, ICE, MEMX) and alternative trading systems (dark pools).
• The company's internal employee engagement score of 81% favorable places it in the top 10% of tech companies, suggesting strong human capital management practices relative to industry benchmarks.

Corporate Governance

Legal Proceedings

• The European Commission conducted an inspection at the Nasdaq Stockholm offices in September 2024, related to a potential competition law concern regarding the trading of Nordic financial derivatives. The cooperative arrangement with Eurex, which was the focus, ended before Nasdaq learned of the investigation.
• In November 2025, the European Commission opened a formal antitrust investigation to assess whether Nasdaq and Deutsche Borse had breached European Union competition rules by coordinating their conduct in the sector for listing, trading, and clearing of financial derivatives in the European Economic Area. Nasdaq is cooperating but the duration, outcome, and potential fines are uncertain.
• The 11th Circuit U.S. Court of Appeals vacated the SEC's CAT Funding Model in July 2025, which allocated one-third of CAT expenses to SROs like Nasdaq. The temporary stay expired in November 2025, potentially delaying or preventing Nasdaq from recovering $99 million in outstanding net receivables for CAT implementation expenses. There is a risk of forfeiting recovery if the SEC determines a failure to timely or properly deliver technology.

Stakeholder Impact

• Shareholders: Benefit from increased diluted EPS ($3.09 in 2025) and higher cash dividends ($1.05 per share in 2025), indicating strong financial returns. Share repurchase program also enhances shareholder value.
• Employees: Benefit from increased headcount (9,525 in 2025), higher incentive compensation, expanded leadership development programs, and a record-high employee engagement score (81% favorable). The flexible and hybrid workplace model and wellness programs also contribute to employee well-being.
• Customers (Corporate Issuers): Benefit from Nasdaq's continued leadership in listings, including record listing transfers and IPO proceeds, providing robust capital raising solutions and market visibility.
• Customers (Financial Institutions): Benefit from enhanced technology platforms, including AI-powered solutions for financial crime management, regulatory reporting, and capital markets technology, improving efficiency and risk mitigation.
• Regulatory Authorities: Nasdaq's compliance with extensive regulations in the U.S., Canada, and Europe, along with investments in cybersecurity and AI governance, supports market integrity and stability, though ongoing investigations (e.g., EC antitrust) pose potential challenges.
• Communities: Benefit from Nasdaq's Purpose initiative, including philanthropic efforts, community outreach, entrepreneurial support, and employee volunteerism programs, with over $580,000 raised for charities in 2025.

Next Steps

• Continue to develop products and services using AI, including generative AI, in 2026.
• Move additional markets to the cloud with AWS over the next several years.
• Launch Global Trading Hours on The Nasdaq Stock Market in the second half of 2026, subject to regulatory approval.
• Wind down commodities clearing and trading services during the second half of 2026.
• Complete the winding down of the Nordic power futures business in the months following H2 2026.
• Incur additional restructuring costs in the first half of 2026 related to accelerating efficiencies through location strategy and enhanced AI capabilities.
• Final settlement of the January 2026 variable notional ASR agreement is expected to be completed in the first quarter of 2026.
• The approved quarterly cash dividend of $0.27 per share is payable on March 30, 2026, to shareholders of record on March 16, 2026.

Key Dates

Recommendation

Nasdaq's 2025 results demonstrate exceptional financial performance with significant growth in revenue, operating income, and EPS. The company's strategic focus on technology, particularly AI and cloud solutions, is yielding strong results in its Financial Technology segment and enhancing its core market services. Record listings and AUM in its Index business underscore its dominant market position. While regulatory investigations and competitive pressures exist, the company's proactive approach to innovation, strong capital allocation strategy (including debt reduction and shareholder returns), and robust employee engagement suggest continued positive momentum. The completion of restructuring programs and realization of synergies further strengthen its operational efficiency and future profitability.

Keywords

Nasdaq, NDAQ, SEC Filing, 10-K, Financial Results, Stock Market, Exchange Operator, Financial Technology, Capital Markets, Listings, IPOs, ETPs, Index Products, AUM, Trading Volumes, Clearing Services, Cybersecurity, AI, Regulatory Compliance, Risk Management, Corporate Governance, Senior Notes, Debt Obligations, Share Repurchase, Dividends, Sustainability, Cloud Computing, AWS, Verafin, Adenza, AxiomSL, Calypso