NASDAQ, INC.NDAQ
NASDAQ, INC. Financial Overview 2021–2025
Nasdaq’s net income surged 60.1% year-over-year to hit $1,788 million in FY2025, proving its aggressive pivot into enterprise software is paying off. The central investment thesis is clear: Nasdaq has evolved from a traditional equities exchange into a highly scalable financial technology and risk management powerhouse. This transformation was accelerated by the $10.5 billion acquisition of Adenza in FY2023, which ultimately drove a 47.5% explosion in Financial Technology revenue the following year.
The company’s underlying profitability reflects this structural shift, as diluted earnings per share grew from $2.35 in FY2021 to $3.09 in FY2025. Early M&A laid the groundwork for this margin expansion, including the Verafin buyout that triggered a 90.0% spike in Anti-Financial Crime revenues in FY2021 and sustained a 32.5% growth rate into FY2022. Beyond its software integrations, the core listing and index businesses remained deeply lucrative. Nasdaq captured 73% of all U.S. IPOs in FY2021 and pushed its Index segment to record highs, with exchange-traded product assets under management ballooning to $882 billion by the close of FY2025.
Investors have rewarded this recurring-revenue model with a premium multiple. At the end of FY2025, the market valued the enterprise at a $55.4 billion market capitalization, with the stock priced at $97.13 and trading at 31.4x earnings.
Recent Developments (Q3 and Q4 2025)
Total revenues grew 3.0% to $1.96 billion in Q3 2025, anchored by a 23.3% increase in Financial Technology segment revenue to $457 million. This segment ultimately delivered 14% growth in Annual Recurring Revenue for FY2025. Capital Access Platforms expanded 9.1% to $546 million in the third quarter, culminating in U.S. IPO proceeds exceeding $24 billion alongside $99 billion in Index net inflows.
Management optimized the balance sheet in late 2025, executing cash tender offers including $83.011 million for 5.350% notes due 2028. The board enacted limited officer exculpation in January 2026. Bulls highlight that double-digit recurring software growth predictably expands the top line. Bears counter that legacy transaction exposure limits total growth, evidenced by a 7.4% drop in Q3 2025 Market Services revenue. Trading at 25.6x earnings as of February 11, 2026, the stock presents a lower multiple relative to recent historical valuations.
What to watch: momentum in corporate listing transfers; artificial intelligence integration across financial crime products
Rev
$8.26B
FY2025
NI
$1.79B
FY2025
EPS
$3.12
FY2025
OCF
$2.25B
FY2025
Year-over-year comparison from 10-K annual reports
Data from SEC Company Facts
Recent SEC Filings
NASDAQ, INC. 8-K Report, Financial Results (Jan 29, 2026)
Nasdaq, Inc. (NDAQ) has filed an 8-K report on January 29, 2026, disclosing its financial results for the fourth quarter and full fiscal year of 2025. The company also announced the declaration of a quarterly cash dividend. Investors should refer to the press releases attached as exhibits to this filing for detailed financial performance and dividend information. This report serves as a key update on Nasdaq's operational and financial standing for the period ending December 31, 2025. The information provided in this 8-K is primarily intended for informational purposes regarding Nasdaq's financial condition and dividend declarations. While the press releases contain specific financial data, this report itself does not include detailed financial statements but rather incorporates them by reference. Investors looking for in-depth analysis of Nasdaq's 2025 performance and future shareholder returns should consult the referenced exhibits.
NASDAQ, INC. 8-K Report, Bylaw Amendment (Jan 16, 2026)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing significant updates to its corporate governance documents, specifically its Certificate of Incorporation and By-Laws. These changes, approved by shareholders in June 2025 and subsequently by the SEC, aim to modernize Nasdaq's internal operating procedures and legal framework. Key among these are the introduction of limited officer exculpation in the company's charter and several amendments to the By-Laws, including modernized advance notice provisions, enhanced operational flexibility for the Board of Directors, and the adoption of a forum selection by-law. These updates reflect Nasdaq's proactive approach to corporate governance, aligning with evolving regulatory requirements and best practices. Investors should note that the Charter Amendment provides for limited exculpation of officers, a measure intended to protect them from certain liabilities, while the By-Laws Amendments focus on streamlining corporate procedures and compliance. The forum selection by-law is particularly noteworthy, designating Delaware or federal courts as the exclusive venue for specific legal claims, which can impact the ease and cost of litigation for shareholders. These changes, effective January 14, 2026, are designed to ensure Nasdaq operates efficiently and in compliance with current corporate law and SEC regulations.
NASDAQ, INC. 8-K Report, Corporate Update (Dec 15, 2025)
Nasdaq, Inc. (NDAQ) has announced the early tender results and pricing for its cash tender offers on certain outstanding senior notes. The company increased the aggregate principal amount cap for its 5.350% Senior Notes due 2028 to $83.011 million and for its 3.950% Senior Notes due 2052 to $16.989 million. Importantly, Nasdaq has also removed the previously established aggregate purchase price cap of $95 million for these tender offers, providing greater flexibility in managing its debt.
NASDAQ, INC. 8-K Report, Corporate Update (Dec 1, 2025)
Nasdaq, Inc. (NDAQ) has announced the commencement of cash tender offers for certain of its outstanding senior notes, aiming to purchase up to an aggregate of $95 million in principal amount. The offers are structured with specific sub-caps, prioritizing the repurchase of its 5.350% Senior Notes due 2028 (up to $80 million) and its 3.950% Senior Notes due 2052 (up to $10 million). This initiative signals Nasdaq's proactive management of its debt structure and capital allocation. Investors holding these specific notes should review the tender offer details, including acceptance priority and potential proration, as participation could offer an opportunity to exit positions at a premium or reduce exposure to certain debt instruments. The tender offers are subject to various conditions and are part of Nasdaq's broader strategy to optimize its financial leverage and capital resources.
NASDAQ, INC. 8-K Report, Financial Results (Oct 21, 2025)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing its third-quarter 2025 financial results and announcing a quarterly cash dividend. While the full financial details are not within the 8-K itself but rather in the attached press release (Exhibit 99.1), investors can infer that the company is providing an update on its operational performance and financial condition for the period ending September 30, 2025. The report also signifies ongoing shareholder returns through the declaration of a new dividend, indicating management's confidence in the company's financial stability and future prospects. The accompanying press release and presentation slides, available on Nasdaq's website, will contain the specific metrics and commentary on the quarter's performance. Investors should review these supplemental materials for a comprehensive understanding of revenue, profitability, and any forward-looking statements. The dividend declaration, detailed in Exhibit 99.2, is a key takeaway for income-focused investors, reflecting Nasdaq's commitment to returning capital to shareholders.
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