NDAQ
FinancialsNasdaq, Inc.
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Financials
XBRL · SEC EDGAR2008–2025(18yr)| Metric | FY 2008 | FY 2009 | FY 2010 | FY 2011 | FY 2012 | FY 2013 | FY 2014 | FY 2015 | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025Latest | YoY |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $3.6B | $3.4B | $3.2B | $3.4B | $3.1B | $3.2B | $3.5B | $3.4B | $3.7B | $4.0B | $4.3B | $4.3B | $5.6B | $5.9B | $6.2B | $6.1B | $7.4B | $8.3B | +11.6% |
| Gross Profit | $1.5B | $1.5B | $1.5B | $1.7B | $1.7B | $1.9B | $2.1B | $2.1B | $2.3B | $2.4B | $2.5B | $2.5B | $2.9B | $3.4B | $3.6B | $3.9B | $4.6B | $5.2B | +12.9% |
| Gross Margin | 40.0% | 42.6% | 47.6% | 49.2% | 53.3% | 59.0% | 59.1% | 61.4% | 61.5% | 61.2% | 59.1% | 59.5% | 51.6% | 58.1% | 57.5% | 64.2% | 62.8% | 63.5% | +0.7pp |
| Operating Income | $640.0M | $603.0M | $631.0M | $696.0M | $690.0M | $688.0M | $754.0M | $720.0M | $839.0M | $999.0M | $1.0B | $1.0B | $1.2B | $1.4B | $1.6B | $1.6B | $1.8B | $2.3B | +29.6% |
| Operating Margin | 17.5% | 17.7% | 19.7% | 20.2% | 22.1% | 21.4% | 21.5% | 21.2% | 22.6% | 25.2% | 24.0% | 23.9% | 21.9% | 24.5% | 25.1% | 26.0% | 24.3% | 28.2% | +3.9pp |
| Net Income | $314.0M | $266.0M | $395.0M | $387.0M | $352.0M | $385.0M | $414.0M | $428.0M | $108.0M | $734.0M | $458.0M | $774.0M | $933.0M | $1.2B | $1.1B | $1.1B | $1.1B | $1.8B | +60.1% |
| Net Margin | 8.6% | 7.8% | 12.4% | 11.3% | 11.3% | 12.0% | 11.8% | 12.6% | 2.9% | 18.5% | 10.7% | 18.2% | 16.6% | 20.2% | 18.1% | 17.5% | 15.1% | 21.6% | +6.5pp |
| Free Cash Flow | $161.0M | $523.0M | $398.0M | $581.0M | $507.0M | — | — | $594.0M | $642.0M | $765.0M | $917.0M | $836.0M | $1.1B | $920.0M | $1.6B | $1.5B | $1.7B | $2.0B | +14.8% |
| FCF Margin | 4.4% | 15.3% | 12.4% | 16.9% | 16.3% | — | — | 17.5% | 17.3% | 19.3% | 21.4% | 19.6% | 18.9% | 15.6% | 25.0% | 25.4% | 23.4% | 24.1% | +0.7pp |
| EPS (Diluted) | $1.55 | $1.25 | $1.91 | $2.15 | $2.04 | $2.25 | $2.39 | $2.50 | $0.64 | $4.33 | $2.73 | $4.63 | $5.59 | $7.05 | $2.26 | $2.08 | $1.93 | $3.09 | +60.1% |
1. THE BIG PICTURE
Nasdaq is aggressively decoupling its financial performance from the unpredictable swings of trading volumes by repositioning itself as a mission-critical technology platform. By integrating specialized software like Verafin and Calypso into a unified "One Nasdaq" offering, Nasdaq, Inc. has achieved double-digit revenue growth that currently outpaces established data giants like S&P Global and ICE.
2. WHERE THE RISKS HIT HARDEST
Nasdaq’s "One Nasdaq" strategy, which relies on the "strength and resiliency" of its technology, is directly threatened by systemic technology failures and cyberattacks that could trigger service outages and regulatory sanctions (10-K Item 1). The competitive advantage of its "deep domain expertise" in regulatory software is also vulnerable to intense industry competition; rivals often use price cuts and higher rebates to erode Nasdaq’s market share, potentially forcing Nasdaq, Inc. to lower its own prices to maintain its position (10-K Item 1A). Furthermore, Nasdaq, Inc.’s reliance on acquisitions to drive growth is complicated by its $8.6 billion net debt position, which increases interest expense sensitivity and may hinder its ability to successfully rationalize and integrate new businesses.
3. WHAT THE NUMBERS SAY TOGETHER
While Nasdaq leads its peer group in revenue growth at 11.6%, its efficiency metrics suggest the transition to a high-margin tech firm is still a work in progress. Nasdaq ranks last among its peers in net margin (19.6%) and fourth in FCFFCFFree Cash Flow — cash left after paying for operations and capital investments; what the company can actually spend, save, or return to shareholders margin (20.4%), trailing leaders like Moody’s and S&P Global by more than 10 percentage points (XBRL). This gap indicates that while the pivot to technology is driving the top line, Nasdaq, Inc. has yet to achieve the leaner cost structure of its pure-play data competitors. The 13% revenue growth in the most recent quarter confirms that the shift toward "Solutions" revenue—which now accounts for $1.1 billion of the $1.4 billion quarterly total—is a structural evolution rather than a temporary spike (8-K). Market sentiment remains stable, with short interest at a low 1.8% of the float.
4. IS IT WORTH IT AT THIS PRICE?
At 20.2x Forward P/EP/EPrice-to-Earnings ratio — share price divided by annual earnings per share; how much investors pay per dollar of profit. Higher P/E = higher growth expectations, Nasdaq is trading exactly in line with the peer median (Yahoo Finance). According to the provided CAPM analysis, this valuation prices in approximately 5.2% long-term growth. This expectation is well-supported by Nasdaq, Inc.’s current 11.6% revenue growth and the 14% growth seen in its Financial Technology segment (8-K). However, the valuation is sensitive to any deceleration; if growth were to slow to a GDP-pace of 2.5%, the justified multiple would fall to 13.0x. The current price is a fair reflection of Nasdaq's growth lead, but it offers little margin for error given that Nasdaq’s buyback yield of 0.8% is the lowest among its peers, providing minimal support for the share price if market volatility returns.
5. WHAT WOULD CHANGE THIS VIEW?
- Cautious if net debt-to-FCFFCFFree Cash Flow — cash left after paying for operations and capital investments; what the company can actually spend, save, or return to shareholders leverage (currently 5.3x) increases, suggesting that the cost of acquiring new technology is outstripping Nasdaq, Inc.'s ability to generate cash.
- Constructive if operating margins (26.7%) begin to close the gap with peers like ICE (38.3%), proving that the "One Nasdaq" strategy is successfully delivering internal operating efficiencies.
- Cautious if Market Services net revenue (which grew 16% in Q4) begins to contract, indicating that price competition from other exchanges is successfully pulling liquidity away from Nasdaq venues.
6. BOTTOM LINE
Structural Advantage: Proprietary "consortium data" and the deep integration of anti-financial crime tools like Verafin create high switching costs for institutional clients. Bottom Line: Nasdaq is a high-growth technology story currently hampered by high leverage and lower-than-peer margins, making it a fair-value play on the modernization of financial infrastructure.
1. Top 5 Material Risks
- Economic and Market Sensitivity: General economic conditions, inflation, and interest rate fluctuations directly impact trading volumes and values. A decline in these metrics, or a reduction in the number of IPOs and listed companies, threatens Nasdaq, Inc.’s core revenue streams.
- Intense Industry Competition: Nasdaq, Inc. faces significant competition from other exchanges, ATSs, and MTFs. This includes both product and price competition, where Nasdaq, Inc. has historically lowered prices or increased rebates to maintain market share, which can hurt operating performance.
- Systemic Technology Failures: The business depends on the integrity of its technology and communications systems. Failures—whether due to human error, cyberattacks, or hardware defects—could result in service outages, financial losses, litigation, and regulatory sanctions.
- Cybersecurity and Data Privacy: As a global securities operator, Nasdaq, Inc. is a prime target for cyberattacks. Compliance with evolving global cybersecurity and data privacy regulations requires significant resource allocation, and any failure to comply could lead to substantial fines and reputational damage.
- Integration of Acquisitions: Nasdaq, Inc.’s growth strategy relies on acquisitions, which involve complex technological and operational integration. Failure to successfully rationalize these businesses may prevent the realization of anticipated synergies and lead to impairment charges on goodwill and intangible assets.
2. Company-Specific Risks
- Concentration of Revenue: A high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions, meaning Nasdaq, Inc.’s revenue may become increasingly dependent on a limited number of customers.
- Clearinghouse Counterparty Risk: Nasdaq, Inc. guarantees cleared contracts and assumes counterparty risk for transactions cleared through Nasdaq Clearing. Defaults by clearing members or insufficiencies in margins or default funds could result in direct financial losses.
- Dependency on Third-Party Infrastructure: Nasdaq, Inc. relies on third-party cloud providers, including AWS, for critical operations. Service outages or integration challenges with these providers can disrupt exchange services and harm Nasdaq, Inc.’s reputation.
- AI Implementation Risks: Significant investments in generative and agentic AI carry risks related to accuracy, bias, IP infringement, and potential legal liability, with no assurance that these technologies will enhance operating results.
3. Regulatory/Legal Risks
- CAT Funding Model: The SEC’s "Funding Model" for the Consolidated Audit Trail (CAT) was vacated by the 11th Circuit Court of Appeals in July 2025. Nasdaq, Inc. has an outstanding net receivable of $99 million related to CAT implementation expenses as of December 31, 2025, and faces uncertainty regarding the recovery of these costs.
- SEC Fee Reductions: In September 2024, the SEC adopted a rule significantly reducing fees exchanges can charge for access to liquidity. Despite a legal challenge by Nasdaq, Inc., the rule was not vacated, and its implementation in November 2026 is expected to adversely impact business and revenue.
- Regulatory Immunity Limits: While Nasdaq, Inc. has immunity for certain regulatory activities in the U.S., this does not extend to all activities, leaving Nasdaq, Inc. exposed to liability under national and local laws, as well as potential enforcement proceedings from regulators like the SEC and FINRA.
- Global Compliance Burdens: Nasdaq, Inc. is subject to diverse and evolving regulations such as DORA in the EU and various data protection laws (GDPR, California Privacy Rights Act). Failure to maintain compliance with these complex frameworks can result in regulatory actions and fines.
4. Financial Impact Map
Economic and Market Sensitivity → Trading and Clearing Revenues → A significant percentage of revenues is tied directly to the volume or value of securities traded and cleared.
Intense Industry Competition → Operating Performance → Historical strategies of lowering prices and increasing rebates to maintain market share have at times hurt operating performance.
Systemic Technology Failures → Operating Results → System failures could result in financial losses, litigation, and regulatory sanctions.
Integration of Acquisitions → Goodwill and Intangible Assets → As of December 31, 2025, goodwill totaled $14.4 billion and intangible assets totaled $6.5 billion; future impairment charges could have a material adverse effect on operating results.
Leverage and Debt Obligations → Interest Expense / Cash Flow → Indebtedness as of December 31, 2025, was $9.0 billion; a credit rating downgrade would increase the cost of commercial paper and other outstanding debt.
Recent Filings
| Form | Filed | Period |
|---|---|---|
| 10-K | Feb 2026 | Dec 2025 |
| 8-K | Jan 2026 | — |
| 10-Q | Oct 2025 | Sep 2025 |
| 14A | Apr 2025 | — |
AI-extracted key facts from press releases and SEC filings. Significance 1–10.
Nasdaq shortens index inclusion timeline for large-cap IPOs to 15 trading days
- ▸New 'fast entry' rule effective May 1 for top 40 Nasdaq 100 companies
- ▸Reduces index inclusion timeline from three months to 15 trading days
- ▸Allows temporary index constituent count to exceed 100 members
- ▸Nasdaq 100 index tracks over $600 billion in global assets
- ▸Rule change follows potential 2026 blockbuster IPOs from SpaceX, OpenAI, and Anthropic
SEC approves Nasdaq plan for tokenized blockchain-based trade settlement for listed securities
- ▸SEC approved Nasdaq plan for tokenized trading and settlement on blockchain infrastructure
- ▸Partnership with Payward’s xStocks framework underpins new equity token design
- ▸Nasdaq projects $6.1B revenue and $2.0B earnings by 2028
- ▸Fair value estimate calculated at $108.53 per share, representing 27% upside
- ▸Regulatory and technology integration risks remain key execution hurdles for adoption