NDAQ - NASDAQ

Good day, and thank you for standing by. Welcome to the Nasdaq Fourth Quarter 2025 Results Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question and answer session. To ask a question during the session, you would 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 11 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.

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 the line for Q&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'll 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 of our annual report on Form 10-K. We will discuss our financial performance on a non-GAAP basis excluding the impact of divestitures and the impact of changes of FX. Full year comparisons also exclude a previously announced one-time revenue benefit in index during 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 at ir.nasdaq.com. And with that, I will now turn the call over to Adena.

Thank you, Ato, 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 US equities and US 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 GSIB 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 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 reduction 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 senior unsecured debt ratings in 2025 to Baa1 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 Verafin clients for our Agentic AI workforce that we launched at the '3. 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 Agentic enhanced due diligence analyst. We look forward to expanding this offering with additional Agentic workers planned for 2026. In market services earlier in 2025, we announced plans to bring 23 by five trading to the Nasdaq stock market. And we will be ready to launch this capability in the '6 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 one 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 Denza acquisition closed. At the end of the fourth quarter, cross-sells accounted for over 15% of Financial Technologies sales pipeline, and we remain on track to surpass $100 million in run rate revenue from cross-sells by 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 delivered 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 of market cap, bringing the ten-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 twelve months, including a record $35 billion in the fourth quarter, and exited the year with ETP AUM of $882 billion, an all-time high. In Index, 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 of 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 support a 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 GSIBs, 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 Acxiom SL 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-one bank, an enterprise cloud deployment demonstrating the scale of our solutions and the trust we've established across our platform. 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 managers transitioning from legacy on-prem environments to cloud-hosted trading risk and treasury solutions. We're seeing early momentum in Calypso'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 US equities and US equity options as well as robust performance in European cash equities and equity derivatives. Our teams continue to execute well, capturing opportunities in value-added products, and extending our competitive positioning in both US and European markets. Specifically, in the fourth quarter, our index options revenue more than doubled year over year for the second consecutive quarter. We grew market share in European equities, and we delivered strong US Paid Plan revenue. Nasdaq's closing cross also set a new notional value record during the triple witch event in December with $233 billion traded. Success in 2025 reflects our ability to execute with discipline, innovate with purpose, and meet our clients' evolving needs. I'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 workflows. And third, engineering excellence that delivers speed, resilience, and interoperability at scale, enabling innovation, 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 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.

Thank you, Adena, 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, projecting strength across the business, and performance that met or exceeded our outlook expectations in every division. We had 10% ARR 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 margins by two points, reducing gross leverage to 2.9 times, 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 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 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 two 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 eight percentage points of alpha for the quarter and for the year, a 170 basis point improvement in our five 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% ARR growth for the year. This represents a two percentage point improvement versus the prior year period and includes 12% in FinTech. Total SaaS revenue grew 13% in the quarter, including 19% SaaS growth in FinTech. SaaS 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 Asset Platforms, we delivered quarterly revenue of $572 million, up 12%, with annual revenue of $2.1 billion, up 10%, both were driven by 9% of our 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, 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 wall 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 twelve months, a second consecutive quarterly record, including a record $35 billion in the fourth quarter. Beta drivers were fit, 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. 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 1Q 2026 similar to what we saw in 1Q 2025. 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 in DataLink, with both seeing strong booking growth as well as benefiting from the expansion into new products 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 ended the year up 12%. The quarterly results reflect strong performance across all three FinTech subdivisions. We signed 129 new clients, 143 upsells, and 12 cross-sells in the quarter, bringing the annual totals to 291 new clients, 462 upsells, and 25 cross-sells. Cross-sells continue to represent over 15% of the financial technology division's pipeline. Financial Crime Management technology revenue grew 24% in the quarter with ARR growth of 18%. We signed 119 new SMB clients in the fourth quarter, bringing the annual portfolio in the client segment to 255. Net revenue retention was 112%, reflecting strong client engagement. We also had continuous 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 implementation. Do not expect to maintain these levels over 2026 based on the implementation timing for deals signed in 2025. As a reminder, as we grow our enterprise business, expect to see increased quarterly variability in revenue growth impact from enterprise client signings. Regulatory technology has quarterly revenue growth and ARR of 12%. Revenue growth in the quarter reflects strong performance across both Active Metal and Turbulence, driven by our successful sell execution, as well as sequentially improved professional services revenue, consistent with our previous comments. Capital Markets Technology had quarterly revenue growth of 9% and ARR 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-up to 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 Axiom SL within their respective service divisions and will no longer disclose Adenza-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 US Paid Plan revenue versus the prior year quarter, which had abnormally low per share. The growth was partially offset by lower capture in US Options with two drivers. The options regulatory fee or ARF 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 March 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 mix shift towards lower revenue quarter. Other revenue within Market Services also reflected record revenue in our Canadian equities business as well as higher capture in European equity derivatives. Market services quality and annual operating margins were both at 64% and both up over five 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 investments in people and technology to support revenue and drive innovation and growth. For the fourth quarter, we had operating expenses of $609 million, up 8%, driven by similar factors. Fourth quarter operating margin was 56%, EBITDA margin was 59%, both up two 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 expanded 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 4Q 2025 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 expiration 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, open the call for Q&A.

Thank you. Star one one on your telephone. To withdraw your question, please press 11 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&A roster. And I show our first question in the queue comes from the line of Patrick Moley from Piper Sandler. Please go ahead.

Yes, good morning. Thanks for taking the question. So you recently received SEC approval for expanded options expirations in some of the MAG seven 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, you know, 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 seven 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 you know, new market activity that we could see.

Thanks. Great. Thanks. 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 and markets. And we are definitely seeing, you know, early uptick that's really exciting. So we see this. You know, 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 this. We are focused on the stocks we've already launched, and we want to continue to be very mindful of the 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 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 effects on our market.

Thank you.

And I show our next question comes from the line of Jeff Schmidt from William Blair.

Hi, good morning. You've seen really strong growth in equity options volumes in the second half year 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?

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 in 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 really 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 market. And so that's also been a driver of, I would say, a structural shift and a structural change in the drivers of the options market 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, pending SEC approval, launch 23.5 trading for in the Nasdaq stock market and start to really broaden the base even further around the world. So it's an exciting time to be in the markets business. No doubt about it.

Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan.

I just wanted to touch on the data and listing segment, Adena, you know, 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 then pace expectations a little bit. And guess, is there anything to consider for this segment, you know, into guess, into 2026, you know, relative to the low single-digit medium-term guide that's out there now? Thanks.

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, you know, some issuers who really wanted to tap public markets in the fourth quarter now, really focusing on the 2026. But that also and then we have a lot of active dialogue with companies, late-stage or private companies looking to tap the public markets. We also see that there's a lot of investor interest in the public market. One, I was actually, I was at a meeting in Davos with a lot of managers and pensions, and one of the things that we heard was that there really is a premium value to 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 state 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, their company is ready to go. And now we just need to make sure that we can execute on them and I think that, you know, that's pretty exciting. It's 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.

Thank you.

And I show our next question comes from the line of Dan Fannon from Jefferies. Please go ahead.

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-twenties growth.

Yeah. 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, a lot of the ACV was back-weighted in the year. It does take longer to implement those clients. So that also 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 deals. 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 a, you know, I would say, more effort involved with implementing those clients. We will see a little bit more variability quarter to quarter in the revenues as we manage our professional services revenues with those 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 and then or nine new deals. Including actually three upsells. Like, that's a new muscle also for the fintech I mean, 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.

Thank you.

And I show our next question comes from the line of Elias Abboud from Bank of America. Please go ahead.

Adena, 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&A in the off-exchange space? Or do you think Nasdaq can compete organically with these off-exchange venues?

Well, first, we are very encouraged by the fact that the SEC is focused on providing more innovation opportunities in the securities markets. 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 clients. You know, 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 gonna provide a more flexible framework for that. We continue to engage with them, we will be excited to see ways for us to get involved in that space going forward.

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

Hi. Thanks for taking my question. Wondering if I could just change tack a bit. 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 you know, sort of transformational deals, you know, 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 was wondering if you could talk about the pipeline of sort of opportunistic deals you have, how you balance that the potential for buyback because you're gonna 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.

Thanks, Simon. So in the $2.2 billion of free cash flow and 109% 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 is something which we are very interested in continuing to do. And, of course, we will continue to evaluate bolt-ons, especially with the build versus buy approach. Thank you.

And I show our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.

Maybe just to 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. And I know you talked about some like implementation lags and headwinds coming into 2026, but should 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 wanted to get some color around that. Yeah.

Sure. Well, I think first to 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 business in terms of having 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 you know, we feel very good about the client engagements. We've been 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 and certain areas were just really remarkable, and the new sales in other areas were great. So I and we and when we look at the pipeline, we continue to have really strong engagement across the world with our clients and potential clients. So I'm not gonna give you a 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 client customers, and the opportunity set in front of us you know, 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.

Thank you.

And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.

Yes. Hey, good morning, everyone. This may be a little bit of a random topic, but Adena, would be curious if you can talk a little bit about what's going on in proxy these days 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 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?

Yeah. Great. Thanks, Alex. You know, the focus we've been having on is definitely on policy reform or regulatory reform. And as well as modernization of the proxy infrastructure. And so I'm gonna say, you know, when we engage on 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 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 a proxy voting is actually quite good and easy to use. So, you know, 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.

Thank you.

And I show our next question comes from the line of Michael Cyprys from Morgan Stanley. Please go ahead.

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 a fully on-chain environment? What hurdles would need to be overcome? What the time frame and path might look like?

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 infrastructure that exists. We have the deepest, most liquid markets in the world. They operate at enormous scale. We manage three to 5 million messages a second depending on equities and options markets. We manage honestly, we have over, you know, 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 twenty 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, 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 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, like other transfer agencies, other providers, all of our market participants to allow for an equity 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 space where we wanna make sure we're addressing investor needs and issuer needs, but also recognizing the role we play in the industry. And how we bring the proper protections through as we bring this technology into the market.

Thank you.

And I show our next question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.

Great. Hey, Adena. Sarah. Good morning, everybody. I was hoping you could expand on the sort of M&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, etcetera. As you sort of progress and you're obviously very far in integrating Axiom and Calypso now and over the last call it, twelve to eighteen months, it was very clear, you preferred organic growth. But now that, perhaps balance sheet is in a better capacity space and you're further along and integrating, how are you thinking about M&A broadly? Is organic growth still the primary focus for the firm for the next call at couple of years?

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

Thank you.

And I show our next question comes from the line of Ashish Sabadra from RBC Capital Markets.

Thanks for taking my question. Adena, 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.

Sure. Thank you. Well, one thing I've said pretty consistent is we really like to operate in regulated markets. And we operate best when the markets provide, like, clear rules of the road. And I think that the prediction market space is very dynamic. And the regulatory environment is still not really settled. And so, we are 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 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. We also can provide data distribution and other things to support prediction markets through other parts of our business.

Thank you.

And I show our next question comes from the line of Owen Lau from Claire Street.

Hey. Good morning. Thank you for taking my question. I wanna go back to the tokenization topic. And how do you think about the risk of splitting liquidity between on-chain and traditional well and also the competition between tokenized equities and issuance of block native token. A little bit technical, but thanks.

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 our you know, 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 fully a full equity versus a synthetic equity, making sure they understand those differences and the risk that they bring. And then also allowing for issuers to have a complete view of the trading of their stock. That is one of the core tenants, 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 issuer 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 a sustainable path forward for bringing tokenization to the equities market. In terms of blockchain native, that's a harder thing to do in the equity space. I just have to say, like, 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, is it I would have to say that's a the technology is not there to be able to support the level of the kind of the level of trading that occurs in the equities markets. 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 market. To make it so it's an affordable trading environment for the market participants. And so we have to think about how do you persist that efficiency as you're bringing tokenization to the market as well.

Thank you.

And I show our last question in the queue comes from the line of Benjamin Budish from Barclays.

Hi, good morning and thank you for taking the question. Maybe just to round out the discussion on tokenization. If you've talked about some of the benefits, capital efficiencies, creating access to new products, round-the-clock trading. If you kinda look forward, say, like, five years, and assume a lot of the market sort of migrates to tokenized trading, how do you think about the benefits to Nasdaq? Do you think there could be, you know, a material uplift in trading activity because of the capital efficiencies or around-the-clock trading? Do you see, you know, internal cost saves? Or does it, you know, come down to the same you know, if everybody is trading on blockchain, it's does it come down to the same competitive factors, you know, liquidity, depth of market, that kind of thing? Would be great to get your thoughts there. Thank you.

Yeah. I mean, 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 is with capital efficiency is collateral movement. There's a lot of collateral that's kind of trapped inside of clearing houses 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 I've been having we've been having with the critical infrastructure providers is how do they manage the, you know, the netting and the capital obligations, the margining in these new you know, across newer market hours because the traditional payment rails are not designed for twenty-four five. So leveraging that 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 twenty-four five trading is just you know, does it increase the addressable market? It's hard to know. Right? We've seen, you know, 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 operation or trade infrastructure, regulatory reporting, things whereas institutional engagement grows and expands around the world, we hope to be a partner to them across our fintech solutions as well.

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

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