Slides
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Nasdaq 4Q25 Quarterly Update January 29, 2026
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2 Disclaimers Cautionary Note Regarding Forward - Looking Statements Information set forth in this communication contains forward - looking statements that involve a number of risks and uncertainties . Nasdaq cautions readers that any forward - looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward - lookin g information. When used in this communication, words such as “expects,” “enables,” “will,” “plans,” “adjusted,” "target," "outlook," “estimates,” and similar expressions and any other st ate ments that are not historical facts are intended to identify forward - looking statements. Such forward - looking statements include, but are not limited to (i) projections relating to our future finan cial results, total shareholder returns, growth, dividend program, trading volumes, products and services, ability to transition to new business models, taxes and achievement of synergy target s, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, de - leveraging and capital allocat ion initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward - looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These facto rs include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, geopolitical instability, government and i ndu stry regulation, interest rate risk, U.S. and global competition. Further information on these and other factors are detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, inc lud ing its annual reports on Form 10 - K and quarterly reports on Form 10 - Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Na sdaq undertakes no obligation to publicly update any forward - looking statement, whether as a result of new information, future events or otherwise. Website Disclosure Nasdaq intends to use its website, ir.nasdaq.com , as a means for disclosing material non - public information and for complying with SEC Regulation FD and other disclosure obliga tions. GAAP and non - GAAP results In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non - GAAP results of ope rations, including, but not limited to, non - GAAP Solutions revenue, non - GAAP net revenue, non - GAAP net income attributable to Nasdaq, non - GAAP diluted earnings per share, non - GAAP operati ng income, non - GAAP operating expenses, and non - GAAP EBITDA, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non - GAAP information provided at ir.nasdaq.com/Income - Statement - Trend - Summary - and - GAAP - to - Non - GAAP - Reconciliation . Management uses this non - GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in mak ing financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial c ond ition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period to period comparisons of results as certain items do not ref lec t ongoing operating performance. These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non - GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Inv estors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for ou r operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this presentation. When viewed in conjunction with our U.S. GAA P r esults and the accompanying reconciliations, we believe these non - GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAA P measures alone. We understand that analysts and investors regularly rely on non - GAAP financial measures, such as those noted above, to assess op erating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial m eas ures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.
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3 Explanatory Notes • All net revenue figures represent revenue less transaction - based expenses for periods shown. • Solutions revenue and ARR constitutes revenue and ARR from our Capital Access Platforms and Financial Technology segments as well as re ve nue and ARR from our Solovis business which was sold in October 2025. Solovis revenues, and ARR, were previously included in our Capital Acces s P latforms segment, and have been reclassified into “Other” for all prior periods presented. • Adjusted and organic change for 4Q25 as compared to 4Q24 are equivalent as they include the same period over period adjustments for changes in foreign exchange rates and divestitures. 2025 as compared to 2024 also adjusts for the AxiomSL accounting change implemented in 3Q24 to recognize on - premises contracts ratably which included a $34 million non - GAAP revenue adjustment in 3Q24 and an offsetting $2 million adjustment to or ganic results, and excludes the impact of the previously announced one - time revenue benefit in our Index business in 1Q24 ($16 million). As it relates to A RR, organic changes only exclude the impacts of period over period changes in foreign currency exchange rates and divestitures as the AxiomSL ratable recognit ion adjustment and one - time revenue benefit had no impact on ARR. • Foreign exchange impact : In countries with currencies other than the U.S. dollar, revenue and expenses are translated using monthly average exchange ra tes. Certain discussions in this presentation isolate the impact of year - over - year foreign currency fluctuations to better measure th e comparability of operating results between periods. Adjusted and Organic operating results exclude the impact of foreign currency fluctuations by transl ati ng the current period’s results by the prior period’s exchange rates. • ARR: ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. Thi s e xcludes contracts that are not recurring, are onetime in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one o f o ur key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore un lik ely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not i nte nded to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consi ste nt with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that includ e a nnual 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 th e active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. • Free Cash Flow Conversion Ratio : Free cash flow, or FCF, conversion ratio is calculated by dividing FCF by non - GAAP net income attributable to Nasdaq. • Gross Retention: ARR in the current period over ARR in the prior year period for existing customers excluding price increases and upsells and ex cluding new customers. • Net Retention: ARR in the current period over ARR in the prior year period for existing customers including price increases and upsells and ex cluding new customers. Reconciliations of adjusted and organic changes can be found in the appendix to this presentation. Certain percentages and per share amounts herein may not sum or recalculate due to rounding .
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◦ Nasdaq Verafin signed 119 small - and - medium bank (SMB) clients and 3 new Enterprise clients in the fourth quarter, bringing the 2025 total to 255 new SMB clients and 9 Enterprise deals. ◦ AxiomSL and Calypso signed 5 new clients, 87 upsells, and 4 cross - sells in the fourth quarter. For 2025, these solutions added 13 new clients, 266 upsells, and 7 cross - sells. 4 ◦ Nasdaq Market Services generated record full - year net revenues in 2025. ◦ Nasdaq’s Closing Cross set a new notional value record of $233 billion during the Triple - Witch event in December. Liquidity Enhance liquidity by modernizing markets with innovative technology Pillars of Strategy Recent Accomplishments Integrity Ensure and enhance the integrity of the world's financial system through regulatory compliance and financial crime management technology solutions Transparency Provide access and transparency to capital markets to enable economic growth and empower informed investment and capital markets decision - making ◦ In 2025, Nasdaq marked its seventh consecutive year as the leading U.S. listing exchange by proceeds raised with over $24 billion raised by eligible operating companies. ◦ Index ETP AUM reached a record level of $882 billion at quarter - end, bolstered by $99 billion in net inflows in the last twelve months , including $35 billion in the fourth quarter
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5 Strategic Update “It was an excellent year of execution for Nasdaq, as we achieved strong organic growth, accelerated innovation, and successfully delivered across our three strategic priorities: Integrate, Innovate, and Accelerate. For the first time, Nasdaq exceeded $5 billion in annual net revenue and $4 billion in annual Solutions revenue, reflecting the power, resilience and adaptability of our platform. Looking ahead, we are well-positioned to build on our momentum in 2026 and deliver durable growth by deepening client relationships and unlocking greater value through our unified One Nasdaq platform.”
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6 Nasdaq is delivering on its growth strategies Nasdaq delivered exceptional performance in 2025 with $5.2 billion in annual net revenue and over $4 billion in Solutions revenue, reflecting strength across all three divisions Total ($) Year over year change (%) Year over year adjusted change (%) Year over year organic change (%) 2025 Non - GAAP Net Revenue $5,249M +12% +12% +12% Non - GAAP Solutions Revenue 1 $4,011M +11% +11% +10% Non - GAAP Operating Income $2,918M +16% +16% +15% Non - GAAP Operating Margin 56% +2 ppt +2 ppt +2 ppt Non - GAAP Diluted Earnings Per Share $3.48 +24% +24% +23% Annualized Recurring Revenues (ARR) $3,051M +10% +10% +10% Annualized SaaS Revenues $1,149M +11% +13% +13% 4Q25 Net Revenue $1,392M +13% +13% +13% Solutions Revenue 1 $1,071M +13% +12% +12% Non - GAAP Operating Income $783M +17% +16% +16% Non - GAAP Operating Margin 56% +2 ppt +2 ppt +2 ppt Non - GAAP Diluted Earnings Per Share $0.96 +27% +27% +27% 1 - Represents the Capital Access Platforms and Financial Technology segments as well as Solovis related revenues that have bee n recast into Other for all periods presented (previously included in Capital Access Platforms). Note: Adjusted and organic change for 4Q25 as compared to 4Q24 are equivalent as they include the same period over period adj ust ments for FX and divestitures. Full year also adjusts for the impact of AxiomSL on - premises contracts for ratable recognition that related to 2023 but was recorded in 3Q24 and excludes the impact of the previ ous ly announced one - time revenue benefit in our Index business in 1Q24 ($16 million).
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7 YoY 4Q25 increase in period ending Index ETP AUM to $882B • Nasdaq extended its U.S. listings leadership with its seventh consecutive year as the top U.S. exchange by proceeds raised, welcoming eligible operating company IPOs raising over $24 billion in total proceeds. • Nasdaq achieved an annual record for listing transfers in 2025, surpassing $1.2 trillion in cumulative market cap of in - year switches, bringing the total value of switches to $3.1 trillion over the past 10 years. • Nasdaq achieved a record quarter of average ETP AUM linked to Nasdaq indices at $860 billion, reflecting a record $99 billion of net inflows in the trailing twelve month period and $35 billion in 4Q25. • Index launched a record 122 new products in 2025, of which nearly half were international and 32 were within the institutional insurance annuity space. • Nasdaq signed strategic partnerships with LSEG and Juniper Square to reinforce eVestment's strategy to embed the solution's data across both the public and private market ecosystems. Proceeds raised from eligible operating company listings in 4Q25 Capital Access Platforms - Operational Highlights +$235B Index ETP AUM Net Inflows (US$ billions) $10B
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8 • Nasdaq signed 12 cross - sells in the fourth quarter for a total of 25 cross - sells in the year and 42 cross - sells since the Adenza acquisition. • Nasdaq Verafin delivered a strong quarter of new signings, adding 119 new small - and - medium bank clients (SMBs) and 3 Enterprise deals. Total Enterprise signings in the year represent over four times both the number of signings and total annualized contract value (ACV) compared to the prior year. • Regulatory Technology added 10 new clients, including 5 cross - sells, and 76 upsells in the fourth quarter, totaling to 35 new clients, including 12 cross - sells, and 245 upsells in the year. • Capital Markets Technology added 9 new clients, including 5 cross - sells, and 67 upsells in the quarter, totaling to 20 new clients, including 8 cross - sells, and 214 upsells in the year. • Calypso continued to strenghen its relationship with central banks, ending the year with 24 total central bank clients, including 3 signed in the fourth quarter. Financial Technology - Operational Highlights QTD organic revenue growth YoY organic ARR growth +12% 12% cross - sells as a % of FinTech pipeline >15% +43 +44 +143 +5 +32 +24 AxiomSL upsells Calypso upsells FinTech upsells New Surveillance clients Surveillance upsells Market Tech upsells +129 New FinTech clients New Financial Crime Mgmt Tech clients FinTech cross sells +12 +120 New Calypso clients +4 +25 +291 +256 +26 A +11 +462 +122 +123 +144 +70 4Q25 2025 New Axiom clients + 5 + 9 +9 New Market Technology clients + 5 — Financial Crime Mgmt Tech enterprise upsells +3
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#1 market share in European cash equities markets 1 74% single venue of liquidity for traded - listed U.S. cash equities #1 #1 market share in multi - listed U.S. options 30% • Market Services delivered record fourth quarter and full year net revenue, reflecting strength across U.S. cash equities and U.S. equity derivatives. • U.S. cash equities and equity derivatives achieved record volumes in the fourth quarter, and Index options revenue more than doubled, driven by growth in volumes and capture. 1 - European cash equities markets include cash equities exchanges of Sweden, Denmark, Finland, and Iceland. Minor adjustments to prior periods reflect data from a new consolidated data provider that accurately captures all primary trading venues and MTFs. 2 - Not to scale. 3 - Reflects U.S. multi - listed options market share. Market Services - Operational Highlights 4 - Not to scale. U.S. options reflects rate per contract, U.S. cash equities reflects revenue per 1,000 shares matched, and European cash equities reflects revenue per $1,000 traded in all European Equity Exchanges. 5 - 4Q24 revenue per contract was $0.1151 and 1Q25 revenue per contract was $0.1149. 6 - Note that 4Q25 U.S. equity options revenue capture per contract reflects ~$0.01 reduction from one - time Options Regulatory Fee related pricing adjustments. 3 Market Share by Asset Class 2 (%) Revenue Capture by Asset Class 4 9 1 5 5 6
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10 “In 2025, Nasdaq delivered outstanding financial results, underscoring the durability and differentiation of our business model. We delivered strong growth across our platform, expanded operating leverage, and generated robust cash flow. As we move into the new year, we remain focused on serving as a strategic partner to our clients and translating that performance into long-term value for our shareholders.” Financial Performance
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(US$ millions, except per share) 2025 2024 % Δ % Δ adjusted 1 % Δ organic 1 Net revenue $5,249 $4,683 12% 12% 12% Solutions revenue $4,011 $3,627 11% 11% 10% Solutions as a % of net revenue 76% 77% (1) ppt (1) ppt (1) ppt Operating expenses $2,331 $2,162 8% 7% 7% Operating income $2,918 $2,521 16% 16% 15% Operating margin 56% 54% 2 ppt 2 ppt 2 ppt EBITDA $3,063 $2,646 16% 16% 15% EBITDA margin 58% 56% 2 ppt 2 ppt 2 ppt Net income attributable to Nasdaq $2,014 $1,631 23% Diluted EPS 2 $3.48 $2.82 24% 24% Effective tax rate 22.4% 23.8% (1) ppt 11 1 - See the explanatory notes for the definition and the appendix to this presentation as well as the file located at ir.nasdaq.com/Income - Statement - Trend - Summary - and - GAAP - to - Non - GAAP - Reconciliation for a reconciliation of these measures. 2 - Diluted EPS reflects weighted average diluted shares outstanding of 578.6 million in 2025 and 579.2 million in 2024. Non - GAAP Financial Results Index adjusted revenue growth +20% 2025 Consolidated Financial Performance +4% Data & Listings organic revenue growth +5% Regulatory Technology organic revenue growth +10% Capital Markets Technology organic revenue growth +9% Market Services organic revenue growth +17% Capital Access Platforms adjusted revenue growth +10% Financial Technology organic revenue growth +11% Financial Crime Mgmt Tech organic revenue growth +22% Workflow & Insights organic revenue growth
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12 1 - Adjusted and organic change for 4Q25 as compared to 4Q24 are equivalent as they include the same period over period adjustments. See the explanatory notes for the definition and the appendix to this presentation for a reconciliation of these me asures. The file is located at ir.nasdaq.com/Income - Statement - Trend - Summary - and - GAAP - to - Non - GAAP - Reconciliation for a reconciliation of non - GAAP revenues 2 - Diluted EPS reflects weighted average diluted shares outstanding of 576.5 million in 4Q25 and 579.7 million in 4Q24. (US$ millions, except per share) 4Q25 4Q24 % Δ % Δ adjusted 1 % Δ organic 1 Net revenue $1,392 $1,227 13% 13% 13% Solutions revenue $1,071 $949 13% 12% 12% Solutions as a % of net revenue 77% 77% — ppt — ppt — ppt Operating expenses $609 $556 10% 8% 8% Operating income $783 $671 17% 16% 16% Operating margin 56% 55% 2 ppt 2 ppt 2 ppt EBITDA $822 $701 17% 17% 17% EBITDA margin 59% 57% 2 ppt 2 ppt 2 ppt Net income attributable to Nasdaq $554 $438 27% Diluted EPS 2 $0.96 $0.76 27% 27% 27% Effective tax rate 21.2% 24.3% (3) ppt 4Q25 Consolidated Financial Performance +23% +4% +7% +12% +9% +24% +14% +12% 12% Index revenue growth Data & Listings revenue growth Regulatory Technology revenue growth Capital Markets Technology revenue growth Market Services revenue growth Capital Access Platforms revenue growth Financial Technology revenue growth Financial Crime Mgmt Tech revenue growth Workflow & Insights revenue growth Non - GAAP Financial Results Organic growth:
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Non - GAAP Net Revenue Bridges 0.0% +<4.0% - 1.5% 0.0% +4.0% +8.0% Alpha growth Back to index +5.5% 2024 to 2025 0.0% +3.5% - 2.0% +1.0% +4.5% +9.0% Alpha growth +6.5% 4Q24 to 4Q25 3 2 Note: Percentages may not sum to the total growth change due to rounding. 1 - Represents strong volatility performance within U.S. equity derivatives and U.S. cash equities and higher U.S. tape revenue that was offset by lower capture and market share within both U.S. equity derivatives and U.S. cash equities. 2 - FX & Other includes FX impact, divestitures, and the ETFMG settlement payment of $16M received 1Q24. 3 - FX & Other includes FX impact and divestitures. 13 1 1
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14 Recurring Revenue KPIs Reflect Solid Growth 4Q24 1Q25 2Q25 3Q25 4Q25 SaaS as a % of ARR 37 % 37 % 37 % 38 % 38 % +0.3ppt Annualized SaaS Revenue (US$ millions) Annualized Recurring Revenue (US$ millions)
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• Data and Listing Services: revenue was driven by higher data sales and net usage, new listings, and pricing, which was partially offset by delistings and lower amortization of prior period initial listing fees. • Index: revenue increased due to higher ETP AUM linked to Nasdaq indices, including the positive impact from $99 billion in net inflows in the last twelve months. • Workflow and Insights: revenue growth was driven by strength in Analytics, in particular eVestment and Data Link. (US$ in millions) 2025 2024 % Δ adjusted 2 % Δ organic 3 Data and Listing Services $804 $754 5% 5% Index $827 $706 20% 17% Workflow and Insights $506 $485 4% 4% Total revenue $2,137 $1,945 10% 9% Operating income 3 $1,274 $1,137 13% 11% Operating margin 3 60% 58% 1 ppt 1 ppt ARR $1,340 $1,240 7% 7% Annualized SaaS revenue $425 $403 5% 5% Capital Access Platforms - Financial Performance Period ending and average ETP AUM (US$ billions) 1 4Q25 Financial Highlights 15 (US$ in millions) 4Q25 4Q24 % Δ adjusted 3 % Δ organic 3 Data and Listing Services $211 $192 7% 7% Index $232 $188 23% 23% Workflow and Insights $129 $124 4% 4% Total revenue $572 $504 12% 12% Operating income 4 $338 $292 14% 14% Operating margin 4 59% 58% 1 ppt 1 ppt 2 - Excludes the impacts of FX and a one - time item previously disclosed for $16M within Index in 1Q24. 3 - See the explanatory notes for the definition and the appendix to this presentation for a reconciliation of these measures. 4 - The Capital Access Platforms operating margin reflects the allocation of certain costs that support the operation of various aspects of Nasdaq’s business, including Market Services, to units other than Capital Access Platforms. 1 - Not to scale.
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(US$ in millions) 2025 2024 % Δ adjusted 2 % Δ organic 2 Financial Crime Mgmt Technology $331 $273 22% 22% Regulatory Technology $428 $386 10% 10% Capital Markets Technology $1,091 $996 9% 9% Total revenue $1,850 $1,655 11% 11% Operating income $860 $770 12% 12% Operating margin 46% 47% — ppt — ppt ARR $1,711 $1,500 12% 12% Annualized SaaS revenue $724 $603 19% 19% 16 Financial Technology - Non - GAAP Financial Performance • Financial Crime Management Technology revenue growth reflected higher SaaS subscription revenues and increased growth in professional services revenue. • Regulatory Technology revenue growth reflected higher subscription revenue driven by price increases and new sales growth. • Capital Markets Technology revenue growth was primarily driven by higher revenues related to data center growth and higher subscription revenue from new sales and price increases to existing clients. 4Q25 Financial Highlights (US$ in millions) 4Q25 4Q24 % Δ adjusted 2 % Δ organic 2 Financial Crime Mgmt Technology $91 $73 24% 24% Regulatory Technology $113 $98 12% 12% Capital Markets Technology $294 $267 9% 9% Total revenue $498 $438 12% 12% Operating income $241 $215 12% 12% Operating margin 48% 49% — ppt — ppt 1 - Represents Non - GAAP results. See the explanatory notes for the definition and the file located at ir.nasdaq.com/Income - Statement - Trend - Summary - and - GAAP - to - Non - GAAP - Reconciliation for a reconciliation of non - GAAP revenues. 2 - See the explanatory notes for the definition and the appendix to this presentation for a reconciliation of these measures. 2 - See the explanatory notes for the definition and the appendix to this presentation for a reconciliation of these measures. annualized SaaS revenue growth adjusted YoY revenue growth +12% YoY ARR growth +12% 1 +19%
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17 (US$ millions) 2025 2024 % Δ adjusted 1 % Δ organic 1 U.S. equity derivatives $463 $395 17% 17% U.S. cash equities $401 $329 22% 22% European cash equities $114 $101 7% 7% U.S. tape plans $139 $125 11% 11% Other revenue 2 $84 $70 12% 12% Total net revenue $1,201 $1,020 17% 17% Operating income $764 $597 27% 27% Operating margin 64% 59% 5 ppt 5 ppt Market Services - Financial Performance • U.S. equity derivatives revenue increased due to strong industry volumes, volatility and growth in index options, partially offset by lower capture and market share. • U.S. cash equities revenue increased primarily from higher industry volumes and volatility, partially offset by lower capture. • European cash equities revenue grew largely due to industry volumes and higher market share. • U.S. tape revenue increased due to higher market share. 4Q25 Financial Highlights (US$ millions) 4Q25 4Q24 % Δ adjusted 1 % Δ organic 1 U.S. equity derivatives $117 $106 10% 10% U.S. cash equities $105 $88 20% 20% European cash equities $29 $25 5% 5% U.S. tape plans $36 $30 19% 19% Other revenue 2 $24 $19 14% 14% Total net revenue $311 $268 14% 14% Operating income $199 $158 26% 26% Operating margin 64% 59% 6 ppt 6 ppt 1 - Adjusted and organic change for 2025 as compared to 2024 and 4Q25 as compared to 4Q24 are equivalent as they include the same period over period adjustments. See the explanatory notes for the definition and the appendix to this presentation for a reconciliation of these measures. 2 - Other includes European Equity Derivatives, Canadian Cash Equity and Fixed Income Trading & Clearing. 4Q25 Highlights Record 4Q25 revenue Record industry U.S .equities average daily volume $311M U.S index options volume growth 73% 18.6B
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18 1 - U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amo unts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business. 2 - Reflects organic growth of 7% as well as a $25 million net decline due to divestitures and a small acquisition, and approxima tely $20 million of an increase related to FX. Supporting Growth with Appropriate Resources +8% +7% 2026 Non - GAAP Tax Rate Guidance 1 2026 Non - GAAP Operating Expense Guidance 1,2 22.5% - 24.5% $2.455B - $2.535B 4Q25 non-GAAP operating expense (US$ in million) 2025 non-GAAP operating expense (US$ in million) adjusted net revenue growth vs. adjusted net revenue growth vs. +13% +12% Updating the range from 22.5% - 23.5%
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Debt repaid in 2025 / 4Q25 19 (US$ millions) Beg - of - period End - of - period Gross debt $9,098 $(100) $6 $9,004 LTM EBITDA $2,942 $121 $3,063 $2,194M / $537M Gross Leverage Ratio Bridge Free cash flow in 2025 / 4Q25 4Q25 repurchases $601M / $153M 2025 dividend of $1.05 per share / 4Q25 dividend of $0.27 per share for an annualized payout ratio of 31% 19 Continued deleveraging with 2.9x gross leverage at the end of 4Q25 1 109% Free cash flow conversion ratio in 2025 106% 1 ex - M&A free cash flow conversion ratio (LTM) $616M / $286M Cost of shares 1 repurchased in 2025 / 4Q25 $826M / $100M 1 - Cost of shares excludes excise tax.
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Appendix
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21 New Listings Win Rate Metric • This quarter we are introducing an updated Listings win - rate methodology that better reflects the different pathways through which operating companies that seek to join the public markets can take to list on an exchange. The methodology better reflects the modern U.S. markets, including industry innovations that provide operating companies with greater flexibility in how they join the public markets. • Our new Listings win rate methodology includes: ◦ Eligible operating company listings 1 ◦ Direct Listings ◦ SPAC Business Combinations 2,3 1 - Reflecting new listings qualifications standards inclusive of capital raises of at least $15 million. 2 - Reflecting new listings qualification standards including a minimum market value of unrestricted publicly held shares of $15 million. 3 - The SPAC business combinations totals include instances where a combined company remained on the same exchange where the SPA C had listed prior to the combination, as well as instances where, upon combination, a company switched exchanges or transferred from OTC trading. Under the updated methodology, transferred SPAC co mbi nations are excluded from historical exchange switch counts, reducing Nasdaq switch figures by 8 SPAC combinations previously counted from 2024 – 2025. 4 - Approximate win rate based on available historical data.
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22 *Please see Appendix for non - GAAP reconciliations. 1 - Over 3 - 5 years. Growth outlook assumes stable market backdrop. 2 - Low single digits >0% to 3%, mid single digits >3% to 7%, high single digits >7% to <10%; Low teens or low double digits 10% to 13%, mid teens >13% to 17%, high teens >17% to <20%; Low twenties 20% to 23%, mid twenties >23% to 27%, high twenties >27% to <30%. 3 - See slide 18 for 2026 outlook. Medium - Term Growth Outlook 2 Data and Listing Services Low single digits Workflow and Insights High single/low double digits Index Mid - to - high single digits Capital Access Platforms 5 - 8% Fin Crime Mgmt Technology Mid 20s Regulatory Technology High single/low double digits Capital Markets Technology High single/low double digits Financial Technology 10 - 14% AxiomSL and Calypso combined Low - to - mid teens with mid teens ARR growth Total Solutions revenue 8 - 11% Market Services No outlook given Other revenue No outlook given Total net revenue No outlook given Non - GAAP operating expenses 3 5 - 8% Tax rate 3 No outlook given Medium - Term Outlook 1
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23 1 - See the explanatory notes for the definition. 2 - Total Solutions revenue includes Capital Access Platforms and Financial Technology revenues as well as $1M and $7M of Other revenue in 4Q25 and 4Q24, respectively, related to the Solovis business, which was sold in 4Q25. 3 - Other includes ARR and SaaS related to our Solovis business that was divested in 4Q25. Total Variance Impacts: 4Q25 Non - GAAP Total Variance Divestitures impact FX Impact Organic Impact 1 (US$ millions, except per share data) 4Q25 4Q24 $M % $M % $M % $M % Data and Listing Services $ 211 $ 192 $ 19 10% $ — — % $ 5 2% $ 14 7% Index 232 188 44 23% — — % — — % 44 23% Workflow and Insights 129 124 5 4% — — % 1 1% 4 4% Capital Access Platforms revenue 572 504 68 13% — — % 6 1% 62 12% Financial Crime Management Technology 91 73 18 24% — — % — — % 18 24% Regulatory Technology 113 98 15 15% — — % 3 2% 12 12% Capital Markets Technology 294 267 27 10% (1) — % 3 1% 25 9% Financial Technology revenue 498 438 60 14% (1) — % 6 1% 55 12% Market Services revenue 311 268 43 16% — — % 6 2% 37 14% Other revenue 11 17 (6) (32%) (6) (36%) — 4% — — % Total revenue less transaction - based expenses $ 1,392 $ 1,227 $ 165 13% $ (7) (1%) $ 18 1% $ 154 13% Total Solutions revenue 2 $ 1,071 $ 949 $ 122 13% $ (7) (1%) $ 12 1% $ 117 12% Operating expenses $ 609 $ 556 $ 53 10% $ (6) (1)% $ 13 2% $ 46 8% Operating income $ 783 $ 671 $ 112 17% $ (1) — % $ 5 1% $ 108 16% Operating margin 56% 55% Diluted EPS $ 0.96 $ 0.76 $0.20 27% $ — — % $ — — % $ 0.20 27% ARR Data and Listing Services $ 764 $ 691 $ 73 11% $ — — % $ 15 2% $58 8% Index 81 76 5 6% — — % — 1% 5 6% Workflow and Insights 495 473 22 5% — — % 3 1% 19 4% Capital Access Platforms 1,340 1,240 100 8% — — % 18 1% 82 7% Financial Crime Management Tech 329 278 51 18% — — % — — % 51 18% Regulatory Technology 407 354 53 15% — — % 11 3% 42 12% Capital Markets Technology 975 868 107 12% (3) — % 18 2% 92 11% Financial Technology 1,711 1,500 211 14% (3) — % 29 2% 185 12% Other (3) — 28 (28) (100%) (28) (100%) — — % — — % Total ARR $ 3,051 $ 2,768 $ 283 10% $ (31) (1%) $ 47 2% $ 267 10% SaaS Capital Access Platforms 425 403 22 5% — — % 3 1% 19 5% Financial Technology 724 603 121 20% (3) — % 9 2% 115 19% Other 3 — 28 (28) (100%) (28) (100%) — — % — — % Total SaaS $ 1,149 $ 1,034 $ 115 11% $ (31) (3%) $ 12 1% $ 134 13%
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24 Total Variance Net Impacts: 2025 1 - Non - GAAP results for 2024 adjusts for $34M related to AxiomSL on - premises contracts for ratable recognition that related to 2023. 2 - Includes impacts from changes in foreign currency and a previously announced one - time revenue benefit in our Index business in 1Q24 ($16 million). 3 - See the explanatory notes for the definition. 4 - Total Solutions revenue includes Capital Access Platforms and Financial Technology revenues as well as $24M and $27M of Othe r revenue in 2025 and 2024, respectively, related to the Solovis business which was sold in 4Q25. Non - GAAP 1 Total Variance Divestitures impact FX & Other Impact 2 Adjusted Impact 3 (US$ millions) 2025 2024 $M % $M % $M % $M % Data and Listing Services $ 804 $ 754 $50 7 % $ — — % $ 9 1 % $ 41 5 % Index 827 706 121 17 % — — % (16) — % 137 20 % Workflow and Insights 506 485 21 4 % — — % 2 — % 19 4 % Capital Access Platforms revenue 2,137 1,945 192 10 % — — % (5) 1 % 197 10 % Financial Crime Management Technology 331 273 58 22 % — — % — — % 58 22 % Regulatory Technology 428 386 42 11 % — — % 2 — % 40 10 % Capital Markets Technology 1,091 996 95 9 % (2) — % 5 1 % 92 9 % Financial Technology revenue 1,850 1,655 195 12 % (2) — % 7 — % 190 11 % Market Services revenue 1,201 1,020 181 18 % — — % 12 1 % 169 17 % Other revenue 61 63 (2) (4) % (6) (9) % 1 2 % 3 4 % Total revenue less transaction - based expenses $ 5,249 $ 4,683 $ 566 12 % $ (8) — % $ 15 1 % $ 559 12 % Total Solutions revenue 4 $ 4,011 $ 3,627 $ 384 11 % $ (8) — % $ 2 1 % $ 390 11 % Operating expenses $ 2,331 $ 2,162 $ 169 8 % $ (7) — % $ 19 1 % $ 157 7 % Operating income $ 2,918 $ 2,521 $ 397 16 % $ (1) — % $ (4) — % $ 402 16 % Operating margin 56% 54% Diluted EPS $ 3.48 $ 2.82 $ 0.66 24 % $ — — % $ (0.01) — % $0.67 24 %
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25 ARR Summary 25 ARR Trends (US$ in millions) 4Q25 3Q25 2Q25 1Q25 4Q24 Data and Listing Services $764 $743 $726 $701 $691 Workflow and Insights 1 495 491 480 472 473 Index 81 81 80 79 76 Capital Access Platforms 1 1,340 1,315 1,286 1,252 1,240 Financial Crime Technology Management 329 316 308 295 278 Regulatory Technology 407 389 376 362 354 Capital Markets Technology 975 957 932 893 868 Financial Technology 1,711 1,662 1,616 1,550 1,500 Other 2 — 30 29 29 28 Total $3,051 $3,007 $2,931 $2,831 $2,768 1 - ARR related to our divested Solovis business was reclassified from Capital Access Platforms to Other for all periods present ed. 2 - Other includes ARR related to our Solovis business that was divested in 4Q25.
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26 Note: See file located at ir.nasdaq.com/Income - Statement - Trend - Summary - and - GAAP - to - Non - GAAP - Reconciliation for a reconciliation of non - GAAP revenues. 1 - Net revenue includes includes a purchase price adjustment on deferred revenue associated with the Verafin transaction of $28 M in 2021 and $1M in 2022. (US$ in millions) 4Q25 3Q25 2Q25 1Q25 4Q24 3Q24 2Q24 1Q24 Co lu mn 1 2025 2024 2023 2022 2021 Capital Access Platforms Net revenue $572 $538 $520 $508 $504 $494 $474 $472 $2,137 $1,945 $1,744 $1,658 $1,547 Expenses 234 214 213 202 212 203 202 192 863 808 771 740 699 Operating income 338 324 307 306 292 291 272 280 1,274 1,137 973 918 848 Operating margin 59% 60% 59% 60% 58% 59% 57% 59% 60% 58% 56% 55% 55% Financial Technology¹ Net revenue 498 457 464 432 438 405 420 392 1,850 1,655 1,099 864 772 Expenses 257 251 247 234 223 223 221 216 990 885 605 565 513 Operating income 241 206 217 198 215 182 199 176 860 770 494 299 259 Operating margin 48% 45% 47% 46% 49% 45% 47% 45% 46% 47% 45% 35% 34% Market Services Net revenue 311 303 306 281 268 266 250 237 1,201 1,020 987 988 1,005 Expenses 112 106 112 108 110 105 104 104 437 423 405 361 341 Operating income 199 197 194 173 158 161 146 133 764 597 582 627 664 Operating margin 64% 65% 63% 62% 59% 61% 58% 56% 64% 59% 59% 63% 66% Other Net revenue 11 17 16 16 17 15 15 16 61 63 65 72 96 Expenses 6 12 13 11 11 12 12 12 41 46 49 55 63 Operating income 5 5 3 5 6 3 3 4 20 17 16 17 33 Total Net revenue $1,392 $1,315 $1,306 $1,237 $1,227 $1,180 $1,159 $1,117 $5,249 $4,683 $3,895 $3,582 $3,420 Expenses 609 583 585 555 556 543 539 524 2,331 2,162 1,830 1,721 1,616 Operating income 783 732 721 682 671 637 620 593 2,918 2,521 2,065 1,861 1,804 Operating margin 56% 56% 55% 55% 55% 54% 53% 53% 56% 54% 53% 52% 53% Non - GAAP Operating Income and Margin
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27 Debt Overview (US$ millions) 12/31/2025 9/30/2025 Maturity Date 3.85% notes $431 $431 Jun 2026 5.35% Notes $793 $875 Jun 2028 1.75% Euro notes $702 $701 Mar 2029 0.875% Euro notes $702 $701 Feb 2030 1.65% notes $646 $646 Jan 2031 4.5% Euro notes $874 $873 Feb 2032 0.90% Euro notes $719 $718 Jul 2033 5.55% Notes $1,122 $1,122 Feb 2034 2.50% Notes $645 $645 Dec 2040 3.25% Notes $488 $488 Apr 2050 3.95% Notes $407 $423 Mar 2052 5.95% Notes $739 $739 Aug 2053 6.10% Notes $738 $738 Jun 2063 Revolver (SOFR + 107.5 bps) 1 $(2) $(2) Dec 2027 Total debt obligations $9,004 $9,098 Less cash and cash equivalents 2 $(604) $(470) Net debt $8,400 $8,628 $8.4B Net Debt Well - Laddered Debt Maturities 1 - The revolver spread is as of 12/31/2025. This includes debt issuance costs of $2M at 12/31/2025 and $2M at 9/30/2025. 2 - Excludes $210M of restricted cash at 12/31/2025 and $227M at 9/30/2025. 3.7% pre - tax weighted average cost of debt at 4Q25 - end* *Prior to the cumulative impact of accretion of debt issuance costs and debt discount & other fees. This was $2M in 4Q25.
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28 1 - Net of change in Section 31 fees receivables of $(114)M in 2025; $1M in 4Q25; $80M in 2024; $(68)M in 2023; $79M in 2022; a nd $(23)M in 2022 - 2025 . 2 - Refer to ir.nasdaq.com/Income - Statement - Trend - Summary - and - GAAP - to - Non - GAAP - Reconciliation for a reconciliation of these numbers to GAAP. Historical Cash Flow / Uses of Cash Flow Free Cash Flow Calculations (US$ in millions) 2025 4Q25 2024 2023 2022 2022 - 2025 Cash flow from operations $2,255 $625 $1,939 $1,696 $1,706 $7,596 Capital expenditure (266) (89) (207) (158) (152) (783) Cash flow from operations less capital expenditures $1,989 $536 $1,732 $1,538 $1,554 6,813 Section 31 fees, net 1 205 1 (156) 92 (103) 38 Free cash flow $2,194 $537 $1,576 $1,630 $1,451 6,851 Non - GAAP Net Income Attributable to Nasdaq 2 $2,014 $554 $1,631 $1,433 $1,324 $6,402 Uses of cash flow Share repurchases $336 $6 $145 $269 $308 $1,058 Cash paid for ASR agreement 280 280 — — 325 605 Net repayment/(borrowing) of debt 826 100 815 (4,952) 334 (2,977) Acquisitions, net of dispositions and other (132) (80) — 5,766 41 5,675 Dividends paid 601 153 541 441 383 1,966 Total uses of cash flow $1,911 $459 $1,501 $1,524 $1,391 $6,327 FY 2025 free cash flow excluding Section 31 fees $2,194M
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29 Non - GAAP Solutions Organic Revenue Growth 1 - Other impact includes acquisitions, divestitures, and changes in FX rates. 3Q25 also includes an adjustment for the impact o f AxiomSL on - premises contracts for ratable recognition for the first half of 2024 that was recorded in 3Q24. 2 - Solutions revenue for organic growth calculations have not been recast for our Nordic power futures business. 3 - Solutions revenue are not recast for the Broker Services wind down that occurred in 2022. Solutions Current period Prior year period Total variance Organic impact Other impact 1 (US$ in Millions) $ $ $ % $ % $ % 4Q25 1,071 949 122 13% 117 12% 5 — % 3Q25 1,003 906 97 11% 95 10% 2 — % 2Q25 991 901 90 10% 86 10% 4 — % 1Q25 947 871 76 9% 76 9% — — % 2025 4,011 3,627 384 11% 374 10% 10 — % 2024 3,627 2,869 758 26% 276 10% 482 17% 2023 2,869 2,546 323 13% 174 7% 149 6% 2022 2 2,552 2,344 208 9% 227 10% (19) (1%) 2021 2,3 2,356 1,940 416 21% 295 15% 121 6%
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30 Market Services Additional Detail (US$ in millions) 4Q25 3Q25 2Q25 1Q25 4Q24 U.S. Equity Derivatives Trading $117 $124 $114 $108 $106 U.S. Cash Equity Trading 105 99 105 93 88 European Cash Equity Trading 29 28 30 28 25 U.S. Tape Plans 36 33 37 33 30 Other 1 24 19 20 19 19 Market Services net revenue $311 $303 $306 $281 $268 1 - Other includes Nordic fixed income trading & clearing, Nordic derivatives, and Canadian cash equities trading.
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31 Market Services Organic Revenue Growth Market Services Segment Total variance Organic impact Other impact 1 (US$ in millions) Current period Prior year period $ % $ % $ % 4Q25 311 268 43 16% 37 14% 6 2% 3Q25 303 266 37 14% 33 13% 4 1% 2Q25 306 250 56 22% 52 21% 4 2% 1Q25 281 237 44 19% 46 19% (2) (1%) 2025 1,201 1,020 181 18% 169 17% 12 1% 2024 1,020 987 33 3% 33 3% — — % 2023 987 988 (1) — % 3 — % (4) — % 2022² 1,019 1,037 (18) (2%) 12 1% (30) (3%) 2021 2 1,037 932 105 11% 91 10% 14 2% 1 - Other impact includes acquisitions, divestitures and changes in FX rates. 2 - Market Services revenue for organic growth calculations have not been recast for the Nordic power futures business.
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32 Investor Relations Website: http://ir.nasdaq.com Investor Relations Contact: Ato Garrett Senior Vice President, Investor Relations ato.garrett@nasdaq.com For Additional Investor Relations Information