Nasdaq Inc - 144A (NDAQ) — Q2 2025 Earnings Call Transcript

Good morning, everyone and thank you for joining us today to discuss Nasdaq's Second Quarter 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 will 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 will be making forward-looking statements on this call that involve risks. A summary of those risks is contained in our press release with a more complete description in 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 FX. Organic and adjusted growth rates are equivalent this quarter as they include the same period-over-period adjustments. Definitions and reconciliations of U.S. GAAP to non-GAAP plus adjustments can be found in our earnings presentation as well as in the file in the Financials section of our Investor Relations website at ir.nasdaq.com. Also, we have included a page in the appendix regarding the sale of our Nordic Power futures business to Euronext. And with that, I will turn the call over to Adena.

Thank you, Ato and good morning, everyone. I will start with Nasdaq's second quarter results and will then review the performance across our divisions before handing the call over to Sarah for a more detailed discussion of our financials. I'm pleased with Nasdaq's excellent overall financial performance in the quarter. We delivered $1.3 billion in net revenue, a year-over-year increase of 12%. Solutions revenues were $991 million, representing 10% year-over-year growth. And our overall annualized recurring revenue, or ARR, grew 9% to $2.9 billion. Expenses were up just under 8% year-over-year driven primarily by the timing of our annual compensation cycle as we communicated on last quarter's call. Operating income of $721 million grew 16% and we delivered 24% EPS growth. Our results continue to demonstrate the strength of our diversified platform and our ability to capture growth through cycles, particularly given the heightened volatility that the markets and our broader clientele faced early in the quarter. More broadly, although macroeconomic uncertainty persists, the U.S. economy continues to demonstrate solid fundamentals as the labor market and consumer spending remain resilient. While GDP growth across Europe has still been muted, expectations for a recovery in consumer demand and a rebound of investment into the region support an improving outlook. Across the business environment, investment in technology transformation continues as companies try to focus on achieving benefits from AI. This is driving momentum across infrastructure modernization, accelerated cloud readiness and enhanced data management. These dynamics are evident across the banking and capital market sectors, where clients are focused on technology investments to modernize our infrastructure, improve their risk management and regulatory compliance and fight financial crime. Although uncertainty remains as to the longer-term impact of trade and economic policies, this resilience has translated into a robust sales pipeline across our Financial Technology solutions as well as active markets, index inflows and an improving IPO landscape. Turning to our high-level financial performance within our divisions. Capital Access Platforms generated 9% revenue growth and 6% ARR growth. Financial Technology delivered 10% revenue growth and 11% ARR growth, including 19% in Financial Crime Management Technology, 10% in Regulatory Technology and 9% in Capital Markets Technology. Market Services delivered 21% net revenue growth. I'll now cover our business and operational highlights, beginning with the Capital Access Platform, where I'll start with Data and Listing. In our Listings franchise, the strong momentum in our switch program continued. Year-to-date, $271 billion in market capitalization, including Shopify and Kimberly-Clark have switched to Nasdaq. This represents the best first half performance since the official launch of our switch program 20 years ago. Turning to IPOs. In the second quarter, we welcomed 38 new operating companies to Nasdaq, representing a 79% win rate, raising a total of $3.6 billion and extending Nasdaq's listings leadership to 46 consecutive quarters. Year-to-date, we saw the highest level of new issuances in the first half since the first half of 2021, attracting 83 operating companies, including 3 of the top 5 largest IPOs with an overall 81% win rate. Importantly, the strong performance of recent listings, especially of large-cap companies has raised optimism on the IPO outlook for the remainder of this year and into 2026. Our European listings business also delivered a great second quarter with 6 new listings. Year-to-date, Nasdaq exchanges in Europe welcomed 10 new listings, which similarly included 3 of the 5 largest IPOs in Europe. Combined, these IPOs raised EUR 2 billion, 53% of all IPO capital raised in Europe and a fivefold increase in capital raised compared to the first half of 2024. We're particularly excited to see our Stockholm Exchange continue to lead as Europe's premier destination for new listings, underpinned by the relative valuation of its market and the strength of the local ecosystem. Our data business performance reflects strong and sustained demand for our comprehensive and innovative data products, with growth in new sales, upsells and usage across our client segments and geographies. Our industry-leading index franchise continues to drive solid growth. We managed through heightened volatility, as market value declines at the beginning of the quarter were offset by higher derivatives volumes followed by a fast recovery in market values. Throughout the quarter, inflows were strong at $20 billion. Over the last 12 months, we achieved a new record for net inflows of $88 billion. As volatility stabilized, we exited the quarter with a new record ETP AUM at $745 billion. We remain focused on product innovation with 33 new products launched during the quarter, over half of which were international. Additionally, we continue to focus on growing our exposure to institutional clients with the launch of 7 products within the insurance annuity space. Earlier this week, we were pleased to announce that Nasdaq and CME Group signed an extension through 2039 of CME Group's exclusive contract to offer futures and options on futures based on the Nasdaq 100 and other Nasdaq indices, reflecting the companies' shared commitment to delivering value through trusted benchmark products. I also want to provide a brief comment on the proposed reclassification of the Invesco QQQ Trust. Nasdaq was engaged with Invesco as Invesco explored these proposals. Importantly, the proposed change does not alter the terms of Nasdaq's listing and licensing arrangements with Invesco, nor the administration of the Nasdaq 100 Index. We remain committed to our strategic partnership with Invesco and to delivering the trusted benchmark on which investors rely. Within Workflow and Insights, Corporate Solutions delivered modest growth, benefiting from our product and technology investments, which have enhanced our competitive position. We drove several notable wins, including a Nasdaq Boardvantage sale to a large international bank, which is also a significant fintech client. In Analytics, we continue to see strong demand for our Data Link and eVestment solutions across the investment management community as well as improved gross retention rates. Lastly, across CAP, we are focused on meeting the growing demand for private market solutions. In June, we announced a partnership to be the exclusive distributor of Nasdaq Private Market's Tape D API, bringing enhanced transparency and valuation visibility of private companies. Since launch, we have already signed 2 clients and the pipeline is building. For asset managers and asset owners, our eVestment platform provides a wealth of private markets intelligence, which has become an increasingly powerful aspect to drive new sales and client retention. Turning next to Financial Technology. We delivered growth across products, client segments and geographies. This was driven by sustained demand for our mission-critical technologies and terrific execution by our teams, especially considering the complexity of the landscape for financial institutions throughout the quarter. Our sales execution remains strong as we signed 57 new clients, 7 cross-sells and 130 upsells during the quarter. Turning to a review of the subdivisions, starting with Financial Crime Management Technology. Nasdaq Verafin had another solid quarter of execution across client segments and continues to lead the industry through product innovation. In the enterprise client segment serving Tier 1 and Tier 2 banks, we successfully executed on our land and expand strategy with 3 new signings, including 1 cross-sell and 2 upsells. We are also pleased with the ongoing progress in our upsell conversion timeline, maintaining a 50% reduction in the sales cycle compared to the original contract. We signed our first proof of concept with a European Tier 1 bank for our construction-based payments fraud offering during the quarter, marking a significant milestone in our early efforts to expand into Europe. Demand among our small and medium-sized client segment also remained solid with 46 new clients signed this quarter. Turning next to Regulatory Technology, where we signed 7 new clients and 4 cross-sells collectively. Revenue and ARR growth in AxiomSL were driven by a combination of large prior year client bookings starting to go live in addition to in-year bookings. The improving clarity around the regulatory environment in the U.S., for example, with the proposed changes to the supplementary leverage ratio has further contributed to the strength and diversity of our pipeline. In surveillance, beyond the strong revenue and ARR growth, we were pleased to sign 3 cross-sells to existing market tech clients, which included 2 market operators and a large financial institution. Capital Markets Technology delivered a solid quarter where strong momentum was further amplified by the normalization of sales cycles. In Market Technology, we are pleased to see strong demand from traditional and emerging trade infrastructure clients for our technology infrastructure solutions as well as our operational expertise. We signed 3 clients to Eqlipse Trading, our fourth-generation marketplace technology platform, including 2 fully managed services mandates where we host and manage our clients' entire trading environment and 1 AWS-hosted SaaS deployment. Calypso's performance reflected momentum in subscription revenues, including strong demand in Europe, where we delivered 2 new clients and 1 cross-sell and we remain confident in the pipeline for the rest of the year. Turning now to Market Services. The division delivered record net revenues, reflecting broad-based strength across our U.S. and European markets. We are proud to support our clients with a seamless trading experience as heightened volatility and rapidly evolving market conditions drove record industry volumes for U.S. cash equities and elevated volumes in U.S. equity options and European cash equities. We successfully executed the Russell rebalance with over 2.5 billion shares matched at a record notional value of $102 billion, further showcasing the strength and resiliency of our markets. In U.S. equities, we maintained our disciplined approach to pricing amid exceptionally high volumes as we managed to capture and optimize the value of our franchise. In European equities, we delivered sequential improvements in share. Further, we continue to leverage our capabilities to capture off-exchange activity in Europe as well as in the U.S. Across the company overall, our excellent performance was driven by strong momentum across all 3 divisions, underpinned by execution on our strategic priorities. Within our Integrate priority, we are on track to action our expanded $140 million net expense efficiency program by year-end, with approximately $130 million action as of the end of the second quarter. We achieved a gross leverage ratio of 3.2x at quarter end, overachieving our milestones set at the closing of the Adenza acquisition 16 months ahead of schedule. Within our Innovate priority, we remain focused on delivering new innovations to enhance our value proposition with clients. This week, Nasdaq Verafin announced the launch of its Agentic AI workforce, a suite of digital workers that will deliver a step change in compliance effectiveness and efficiency. Early results from the first 2 agents in beta, the Digital Sanctions Analyst and the Digital Enhanced Due Diligence Analyst demonstrate Agentic AI's potential to address the most resource-intensive compliance workflows. For example, when onboarded into a bank's alert triage workflow, our Digital Sanctions Analyst automates the acknowledgment, screening and documentation processes, reducing alert review workload by more than 80%. We also continue to expand the library of anti-money laundering targeted topology analytics. Our terrorist finance analytics launched in Q1 and is already being leveraged by 900 clients, nearly doubling adoption versus the end of the last quarter. Our drug trafficking analytics launched this quarter in early beta has already driven strong client engagement. In addition, we're continuing to invest in new partnerships to enhance product capabilities, including our partnership with Fincom, which supports advanced sanction screening. Beyond AI, digital assets represents another key theme driving our innovation as we focus on the maturation of the ecosystem and supporting institutional adoption. For instance, Nasdaq Calypso announced an innovative proof of concept, which will expand upon its industry-leading collateral management capabilities. The use case demonstrates our ability to integrate on-chain capabilities to allow us to help financial institutions manage collateral across asset classes and markets in a more dynamic and efficient manner. We continue to work with our partners and clients to finalize the product build and are targeting launch in early to mid-2026. Lastly, within our Accelerate priority, our One Nasdaq strategy drove 7 cross-sell wins across Financial Technology in the quarter for a total of 26 cross-sells since the Adenza acquisition. At the end of the quarter, cross-sells accounted for over 15% of Financial Technology sales pipeline and we remain on track to surpass $100 million in run rate revenue from cross-sells by the end of 2027. Looking ahead to the remainder of 2025, Nasdaq is well positioned to continue to deliver for our clients and shareholders. While we remain conscious of the impact of sustained uncertainty in the economic and market environment, we continue to demonstrate that our diversified business can deliver through different cycles. This is reflective of our role as a trusted strategic partner to our clients across the financial ecosystem and our ability to help them navigate across market environments, capture strategic opportunities, manage risk and solidify their operational resilience. We enter the second half of the year with momentum across our platform and will remain laser-focused on supporting and innovating for our clients as the environment evolves in the period ahead. With that, I will now turn the call over to Sarah to provide more details on our financial results.

Thank you, Adena and good morning, everyone. In the second quarter of 2025, Nasdaq delivered one of our strongest quarters on record with 24% EPS growth, underscoring the durability of the model and the consistency of our execution. Starting with quarterly results on Slide 11. We reported net revenue of $1.3 billion, up 12%, with Solutions revenue of $991 million, up 10%. Operating expense was $585 million, up just under 8%, leading to an operating margin of 55% and EBITDA margin of 58%, both up 2 percentage points. This resulted in net income of $492 million and diluted EPS of $0.85, up 24%. Slide 12 shows the drivers of our 12% net revenue growth for the quarter. We generated 8.5 percentage points of Alpha, driven by new and existing clients and product innovation. Meanwhile, Beta factors contributed 3.5 percentage points of growth this quarter, driven by higher valuations in Nasdaq indices and higher overall volumes in Market Services. As shown on Slide 13, we realized a second consecutive quarter of ARR growth of 9%. This quarter's 9% included 11% ARR growth in fintech and SaaS revenue growth of 12%. SaaS as a percentage of ARR increased 1 percentage point to 37% compared to the second quarter of 2024. Let's review division results, starting on Slide 14. In Capital Assets Platforms, we delivered revenue of $527 million, up 9% and with ARR growth up 6%. Data and listings revenue was up 5% with ARR up 7%. Revenue growth was primarily driven by data due to the positive impact of new sales, upsells and usage. Within listings, the benefits of new listings and pricing were partially offset by delisting and lower amortization of prior period initial listing fees. This is consistent with our previous comments and we expect that to be the case for the remaining quarters of the year. Index revenue was up 17% in the quarter, mainly driven by average ETP AUM of $663 billion, up 25%. This is due primarily to strong net inflows with more than half of the quarterly revenue growth driven by Alpha factors. ETP AUM included a record $88 billion of net inflows in the 12 months, including $20 billion in the second quarter. Volume-based license revenue was also up modestly as derivatives contract volume, up 15%, was mostly offset by a mix shift towards micro contracts in the quarter, which have lower capture. In Workflow and Insights, revenue and ARR growth were both up 5% for the quarter. The increase was driven primarily by analytics, mainly eVestment and Data Link, with continued demand from hedge funds, asset managers, asset owners and consultants who value our differentiated data. Corporate Solutions also grew modestly due to pricing and key client wins. Quarterly operating margin for the division was 58%, up 1 percentage point. Moving to Financial Technology on Slide 15. Revenue was $464 million, up 10% with ARR growth of 11%. We are extremely proud of these results in the context of a tough Calypso comp. Our business was resilient amid the modest delays we described early in the quarter, which contributed to low single-digit professional services revenue growth. The division signed 57 new clients, 130 upsells and 7 cross-sells in the quarter. Even with these wins, cross-sells continue to represent over 15% of the Financial Technology division's pipeline with strength across all 3 subdivisions. Financial Crime Management Technology revenue grew 20%, with ARR growth of 19%. We signed 46 new SMB clients and 3 new enterprise deals, including 1 cross-sell and 2 upsell. Net revenue retention was 113%, reflecting strong client engagement, including the continued adoption of the GenAI Entity Research Copilot and Targeted Typology Analytics. In addition to persistent execution in the SMB segment, a consistent contributor to growth and ongoing momentum in product innovation, the business continues to make strong progress in moving upmarket and is showing early traction with our international expansion. As a reminder, the sales cycles and time to value for Tier 1 and Tier 2 deals can take longer to flow into the subscription revenue run rate. But the momentum in the business persists, we more than doubled enterprise signings year-to-date versus all of 2024, which will begin to translate into stronger growth from this client segment starting in the fourth quarter. Regulatory Technology revenue grew 11% with ARR up 10% for the quarter. The division signed 7 new clients, 67 upsells and 4 cross-sells. Revenue growth reflects solid performance despite modest client readiness delays driven by regulatory uncertainty. As we get clarity from regulators, professional services revenue should start to improve in the fourth quarter and early 2026. Capital Markets Technology revenue grew 8% with ARR up 9% for the quarter and with 4 new clients, 61 upsells and 2 cross-sells. Financial Technology operating margin was 47%, which was flat versus the prior year quarter. As we wrap up our Solutions division, we expect our 2025 revenue growth outlook for the divisions and subdivisions to be generally consistent with our comments provided in the April earnings call. Turning to Market Services on Slide 16. We had record net revenue of $306 million, reflecting growth of 21%. This included a second consecutive record net revenue quarter in both U.S. options and U.S. cash equities. Growth was primarily driven by the increase in market-wide volumes but also included higher share and slightly higher capture in U.S. options, growth in index options, higher capture in European derivatives and higher U.S. state plan revenue. Market Services operating margin was 63%, up 5 percentage points, highlighting the strong operating leverage of this platform. Moving to expense on Slide 17. We had operating expense of $585 million, up just under 8%, consistent with expectations provided last quarter and driven by strong investments in technology and people to support revenue and drive innovation and growth, employee compensation and other increases largely due to inflation. This resulted in an operating margin and EBITDA margin both up 2 percentage points to 55% and 58%, respectively. We are maintaining the midpoint of our organic expense expectations for the year, which carries forward our trajectory of healthy operating leverage accompanying our strong revenue performance. Now that we have started to experience a more consistent FX impact as the year has progressed, we are updating our 2025 non-GAAP expense guidance to reflect the impact of movements in FX rates and to narrow the overall range with 6 months left to the year. Our guidance is now a range of $2.295 billion to $2.335 billion. The $20 million increase in the midpoint of our guidance is entirely due to FX, with no change to the organic expense growth rate implied by the midpoint of our guidance. Due to the offsetting positive FX impact on net revenue, we expect the change in FX to have no impact on our operating income. Lastly on expense. We have actioned approximately $130 million out of our $140 million efficiency program as of the end of the second quarter and our team is well positioned to continue to deliver on the program. We maintain our 2025 non-GAAP tax rate guidance of 22.5% to 24.5%. Turning to capital allocation on Slide 18. Nasdaq generated free cash flow of $467 million in the second quarter. This strong level of cash flow enabled us to support deleveraging our dividends and share repurchases. We paid a dividend of $0.27 per share or $155 million in the quarter, representing a 34% annualized payout ratio. In our continued commitment towards deleveraging, we paid down the $400 million remaining on the June 2025 bonds at maturity using cash on hand. We reached a gross leverage ratio of 3.2x at the end of the quarter, overachieving our 3.3x milestone 16 months early. The 3.2x ratio improved from 3.4x a quarter ago despite a 0.1x headwind from USD weakness relative to euro. We also repurchased a total of 1.2 million shares of our common stock for roughly $100 million in the second quarter, which included the completion of our annual employee dilution-related repurchases in April as well as opportunistic repurchases beyond that commitment. As we continue to execute against our compelling organic growth strategy, we remain focused on organic investments in the business, our dividend program and opportunistic debt and share repurchases. In closing, Nasdaq delivered excellent results amid a dynamic operating environment, exemplified by a second consecutive quarter of double-digit net revenue growth and ARR growth of 9%. We continue to demonstrate strong operating leverage and make meaningful progress on our capital strategy. Our first half performance reflects our ability to grow through cycles and underpins our confidence to achieve our 2025 objectives, as well as deliver sustainable growth and long-term shareholder value as we drive forward in the second half of the year and beyond. With that, let's open the line for Q&A.

Just wanted to ask about Agentic AI. I was hoping maybe you could elaborate a bit on the opportunity set that you see. I know you flagged one in particular I was just hoping maybe you could elaborate more broadly. How you're experimenting with that across the firm? I know you mentioned the example on Verafin. But just more broadly, how do you think about the opportunity across Nasdaq? What areas can make the most sense next? How meaningful in terms of efficiency gains do you think you might be able to extract from this? Just curious any color you might be able to share.

Thank you, Michael. Internally, we have programs focusing on AI for both our products and our business operations. These programs are distinct because, in product development, we integrate AI into each stage of the pipeline, assessing how it can enhance opportunities and the future of our products. For example, we've introduced GenAI and algorithmic AI to improve efficiency and accuracy in risk management calculations for Calypso. In our governance platform, we utilize AI for board summarization and continue to collaborate with governance users to enhance meeting preparation and management efficiency. Additionally, we have developed a tool called Sustainable Lens that helps companies analyze competitive dynamics related to sustainability programs. In our fintech division, we are leveraging AI to improve client efficiencies. The rollout of Agentic AI within financial crime management aims to reduce the time analysts spend on investigative and reporting tasks, which is also relevant for AxiomSL and surveillance, where regulatory reporting is significant. All these initiatives are reflected in our product roadmaps. Regarding our internal business applications, we are implementing AI to enhance efficiency, particularly in the product development lifecycle and client success areas. We see a lot of potential in incorporating agentic tools to automate product development and delivery, as well as providing client success agents with easily accessible information to assist clients with their needs. Overall, our approach to integrating AI is comprehensive. Our efficiency program for 2025 indicates early progress in achieving these efficiencies, and we anticipate further scaling in 2026, with more information to be shared as we approach that year.

I wanted to go back to your comments around slight improvement, I guess, you guys are seeing in the pipelines and accelerating sales momentum towards the back end of the year. You made a couple of specific points, I think, both on-prem dynamics for Q4 as well as onboarding within financial crime, I guess, in the fourth quarter as well. Maybe just put a little more granularity what that means for revenues in these businesses towards the end of the year and more importantly, how we should be thinking about the momentum in fintech entering into '26?

Thank you for your comments. We have a very healthy pipeline in our fintech businesses, and we are also considering how mature our pipeline is. Our pipeline is maturing, which gives us increasing confidence in onboarding new clients and upselling to existing ones. Currently, the demand for improved trade infrastructure, risk management, regulatory reporting, and anti-financial crime solutions is robust and widespread. It’s a comprehensive demand that spans our entire franchise, not limited to any single product. Regarding financial crime management, when we discuss the enterprise segment, we refer to Tier 1 and Tier 2 banks. As Sarah noted, we have already secured twice as many deals in that area as we did all of last year. However, implementation takes time, which is similar for AxiomSL and Calypso. Revenue will start to increase as we implement these clients. Sarah indicated that we should expect more revenue contribution from Tier 1 and Tier 2 clients in Q4 and into 2026. We are feeling positive about the momentum building in the second half of the year, which we hope will also benefit 2026.

Maybe just sticking with the sales cycle commentary. I was hoping you could just talk a little bit more about how your conversations with customers in fintech trended in the second quarter? What impacted some of the tariff-driven volatility we saw in April have on those conversations? Just trying to get a better sense for some of the timing of those wins in the second quarter.

Sure. I believe there are two key points. During our first quarter call, we discussed two trends we were observing. First, particularly with Calypso in the U.S., we noticed that discussions with clients in March and April were taking longer than usual. Clients expressed a need to better understand the environment before making final decisions. However, by May and June, those discussions returned to normal, and clients were ready to proceed. This did result in a brief pause in the sales cycles. The second point is the regulatory uncertainty, especially in the United States, which has affected implementations with AxiomSL as clients were uncertain about the timelines due to changes in oversight and governance regulation. However, we are beginning to see some clarity with regulatory guidance that is helping clients understand their obligations. As a result, discussions with our clients are becoming more definitive, positively impacting our pipeline, although implementations are still in progress. As Sarah mentioned, this situation is contributing to low single-digit growth in professional services, particularly affecting AxiomSL. We highlighted this in both the first quarter and in Sarah's comments in the second quarter as well. Go ahead, Sarah.

Yes. I would also add, if you look at what we put in our usual Page 8 of the presentation and which we mentioned, both Adena and I, the wealth of signings in fintech in this quarter was, I think, really important. And it's really a contributor to that momentum and with a strong pipeline that Adena has also mentioned.

Yes. We were extremely proud of the team for their close collaboration with clients throughout the quarter. It's important to be both patient and pleasantly persistent, and our sales team excelled in maintaining that connection with clients to help them achieve their goals whenever possible.

Maybe switching gears a little bit. I'm sort of curious to get your latest thinking on the ability to leverage through the digital ecosystem. Obviously, the momentum building both from a use case as well as the regulatory backdrop around stablecoin and tokenization and maybe even just crypto. I was just wondering if you could talk us through where you see the greatest opportunities, both from a volume perspective and perhaps even from an efficiency perspective for the platform as well.

Great. So with regard to digital assets, I think you're right that there's some regulatory wins coming that are favorable towards the institutionalization of digital assets, both in traditional and I would say, traditional asset classes as well as in the crypto space. The first one, of course, being with stablecoin. And there, what that does is it creates a lot of efficiency of payment rails and the ability to move money much more efficiently. And so we're not a payments company but we do care a lot about how capital markets operate and the efficiency of those capital markets and the ability to move collateral more efficiently across different markets and asset classes. The ability to manage risk in a more dynamic way, as well as the digitization of less liquid assets that maybe create more efficiency in the trading of those assets around the world. So as a technology provider, we provide technology to traditional markets and helping them digitize assets all the way from trading, all the way through to settlement and depository but we also provide collateral management capabilities in Calypso. And as I mentioned with the proof of concept, what we're trying to show is that we can use on-chain capabilities to allow us to help financial institutions manage collateral across asset classes and markets in a more dynamic and efficient manner. We continue to work with our partners and clients to finalize the product build and are targeting launch in early to mid-2026. Lastly, within our Accelerate priority, our One Nasdaq strategy drove 7 cross-sell wins across Financial Technology in the quarter for a total of 26 cross-sells since the Adenza acquisition. At the end of the quarter, cross-sells accounted for over 15% of Financial Technology sales pipeline and we remain on track to surpass $100 million in run rate revenue from cross-sells by the end of 2027. Looking ahead to the remainder of 2025, Nasdaq is well positioned to continue to deliver for our clients and shareholders. While we remain conscious of the impact of sustained uncertainty in the economic and market environment, we continue to demonstrate that our diversified business can deliver through different cycles.

I was wondering if we could just pivot to the index business, please. And could you maybe just give us a little bit more color about the dynamics you're seeing in that business and particularly strong flows that you saw again this quarter. And I was just wondering if you could maybe give some color around the durability of that or how to think about the structural dynamics there.

Well, first, I think, first, Sarah and her team do a really nice job working with the business to show Alpha versus Beta, and that's demonstrated in the presentation. So what we focus on is obviously Alpha, what we can control. We control new product creation and we created 33 new products. We also have a very defined strategy around our expansion, around institutional adoption, international expansion and new products. So we have 33 new products, 7 of which are in the institutional space and many of them are also international in nature. So we are really executing quite well in that kind of three-pillar approach to growing and expanding the business.

Just wanted to come back to the strength in fintech and in particular, on the Capital Markets side and I think you talked to some of this already. But if I look at ARR and if my numbers are right and I think they typically are, I think you added $39 million quarter-over-quarter in ARR. So I think that's the largest sequential increase that we've seen. And obviously, you only have a couple of years of data here. But just wondering, what specifically really drove such a chunky number? I mean, is it a lot of deals? I know you gave some numbers. Is it some really chunky things that happened, just the pipeline just had to execute against? And then more importantly, is there anything that maybe came a little earlier than you expected? And could this take away a little bit from the ARR for the remainder of the year?

To elaborate on capital markets, there are three segments in that business: Calypso, market tech, and Connectivity Services. Starting with Connectivity Services, we saw increased volumes in our markets, which led to higher demand from clients. Additionally, we've expanded our data center capacity, allowing us to meet that demand more effectively. Moving on to Calypso, we achieved a 34% growth last quarter, and the 3% growth this quarter on top of that demonstrates our success in identifying new opportunities and collaborating with clients to capitalize on them. This growth was widespread, with several larger clients contributing significantly, resulting in many upsells. In the market tech segment, the three Eqlipse Trading clients I mentioned represent important contracts, as they involve not just software provision but also software management, leading to larger contract sizes for us as managed services. All these factors have positively impacted our ARR growth.

I just want to touch on the data and listings business, which saw some nice revenue growth acceleration in 2Q. You called out the contribution from data driving some of the results here. I also think you called out low single-digit growth for 2025. And so I was hoping maybe you could just remind us of the mix of the business here. And then when we think about kind of revenue growth acceleration in the segment, how would you think about the impact from the data business continuing to trend along pretty well versus the improvement you're seeing in the listings business?

We are very pleased with the progress in our data business. Our focus has been on expanding relationships with key clients, particularly retail brokerage platforms globally, where they can utilize a broader range of our data to enhance their offerings. There is significant interest in accessing U.S. markets, and we believe our products provide unparalleled market transparency. We are noticing strong demand and increased usage of our data products, especially as retail involvement in the markets grows. This trend looks promising as we move into the second half of the year. Regarding listings, we are seeing improvement with more new issuances this year and a healthy pipeline. We anticipate that larger companies will begin to list in the latter half of the year, although market conditions will influence this. The recognition of initial listing fees is spread out over several years, so it may take time for this growth to become apparent. Overall, we are performing slightly above our medium-term outlook and see good opportunities to maintain this trend, although we recognize the uncertain environment we are operating in.

Earlier this week, the SEC announced a roundtable for September to discuss the trade-through rule, known as Rule 611. Chair Atkins expressed in the press release that Rule 611 has not benefitted investors or broker-dealers effectively. We expect more details to emerge during the roundtable, but I am interested in your perspective on Rule 611 and the potential implications for Nasdaq if it were to be repealed or significantly altered.

So, we are really looking forward to engaging with the SEC regarding the Order Protection Rule. As you may know, Reg NMS was established in 2005 or 2006, with the Order Protection Rule being central to it, though not initially part of it. We are pleased to have this opportunity for engagement. We successfully operate in markets outside the United States, such as Europe, which do not have an Order Protection Rule, as well as in Canada, where there are minimal standards related to it. Our experience shows we can compete and operate effectively in both situations. We anticipate a constructive discussion and want to ensure the SEC considers what adjustments may be necessary to other parts of Reg NMS if they contemplate eliminating the OPR. We are confident in our ability to succeed in any market environment.

On Verafin, I know most of that business is in the U.S., but you're starting to make progress internationally there, signing up the first European bank. And when we think about your medium-term guide for that business of mid-20s revenue growth, does that assume much international expansion? Or could there potentially be upside there if that momentum picks up?

We have consistently discussed three key pillars that will support our growth to meet the medium-term outlook. First, the ongoing growth in the SMB sector, which remains strong with 46 signings this quarter. Second, our movement into the U.S. market, targeting Tier 1 and Tier 2 clients, where we are beginning to see some momentum. This year, we have signed more new clients than last year, which we expect will benefit us in Q4 and beyond. Lastly, our European expansion is a longer-term aspect of our plan to achieve and sustain our medium-term outlook. While we don’t expect Europe to significantly impact our numbers in 2025 or 2026, we anticipate it will start contributing by 2027 or 2028 if we succeed. We need to focus on landing and expanding in that market, but we are confident in our ability to create value for clients there. We're enthusiastic about reaching this first milestone, recognizing that it will be a long journey as part of our medium-term outlook.

Adena, you mentioned in your prepared remarks and I think in several prior quarters, an opportunity in the index business around annuities. Just curious if you could unpack that a little bit. I think it's something investors hear a little bit less about but given demographic trends in the U.S., given some noise elsewhere about private markets entering the retirement space, just curious what Nasdaq's exposure looks like there? How big is that business today? And what are your ambitions there?

We're still in the early stages of expanding into the insurance annuity market, so it's not a significant part of our business yet. We recently formed a sales team and have focused our efforts on this area over the past couple of years with a clear strategy. This is particularly interesting because the Nasdaq 100 is one of the top indexes globally, yet it has limited institutional exposure. For the insurance sector, which typically involves long-term investments, this represents a significant value opportunity. We have begun working with clients to develop tailored insurance annuity products. This quarter, we launched seven of these new products, which allow clients to gain exposure to the Nasdaq 100 and incorporate it into their portfolios. Clients often have a broad investment mandate, and we believe that having access to innovative growth companies like those in the Nasdaq 100 aligns well with their investment strategies.

Just back on to capital markets. Just looking at the second half, it sounds like the second quarter was pretty clean. And given that I think your prior guidance is still sort of the low end of that high single to low double-digit growth range but does this imply you'd be higher within that range given the strength in the second quarter? And then just bigger picture, on the crypto ecosystem, just appreciate your comments on that earlier, Adena. Does the ecosystem that we see today in digital markets and crypto make you feel better about the longer-term growth rate for the Adenza business relative to when you did the acquisition over 18 months ago?

Thank you. Regarding Capital Markets Technology, some delays we experienced in conversations extended our sales cycles, which will take time to be reflected in our outcomes. It’s still a bit early to determine if this will significantly impact the full year. We're maintaining general consistency in how we assess both divisional and subdivisional growth rates for the year. Concerning the crypto ecosystem, it is growing and evolving, with emerging regulations that we didn't initially foresee during the Adenza transaction. If cryptocurrency becomes more widely available to institutions, this presents an opportunity for our fintech division. As institutions adopt these asset classes, they will require the appropriate trading infrastructure, risk management, regulatory reporting, and anti-financial crime support for crypto.

I wanted to come back to the listings business, understanding that it is subject to the market conditions. But the other ancillary revenues like Corporate Solutions that come off of that, how would you characterize that environment today? I think you highlighted a Boardvantage win but just curious about the kind of broader Workflow and Insights business. And then also, as we think about IPOs coming back, what's the lag effect with the associated revenues with some of these other businesses?

Yes, certainly. Regarding Workflow and Insights, we are very pleased with the growth of analytics and Data Link. eVestment and analytics have shown improved gross retention in a healthy growth environment. We have been rolling out strong capabilities in the private space, which is driving demand for eVestment. On the Corporate Solutions front, there has been modest growth, though we face challenges due to market trends that have favored the upper end in terms of market value growth. However, this is now expanding more broadly, benefiting our Corporate Solutions audience. Despite this, the growth environment remains relatively modest, not exhibiting hyper-growth within the listing space for Corporate Solutions. As a reminder, our listing clients receive a starter kit of IR services, although governance is not part of that. This program spans three years, which results in a delay in generating paid subscriptions for those services. Nonetheless, we have the opportunity to upsell additional offerings during this time. An increase in IPOs enhances our pipeline, and we are looking forward to more companies accessing the public markets.

I want to revisit the topic of tokenization in both public and private markets. In the private market, there are more platforms now offering tokenized private companies. Does this trend support or challenge the Nasdaq private market in the long run? Likewise, regarding the public market, I understand Nasdaq plans to introduce 24/6 trading next year. How do you view the competitive dynamics in that space?

Sure. I see tokenization as a technology that serves the same purpose as existing solutions in the market for both private and public securities. For private company shares, special purpose vehicles are created for wealth channels to aggregate demand from clients, with the wealth channel acting as the investor in those vehicles. Tokenization achieves a similar goal through a different technological approach. Nasdaq Private Market supports and provides these special purpose vehicles while focusing on corporate clients. They are integral to our efforts. Additionally, we facilitate transactions beyond tenders and secondaries, including the creation of special purpose vehicles. When it comes to tokenization of public and private securities, our primary focus is on benefiting investors by ensuring liquidity, transparency, and integrity across all asset classes. We facilitate liquidity through Nasdaq Private Market and Nasdaq Fund Secondaries for private assets. We also aim to improve transparency with initiatives like Tape D for pricing in private company shares, although transparency for underlying companies or funds needs further development. Moreover, maintaining integrity through regulatory frameworks is crucial for making assets more accessible, irrespective of the technology used. In public markets, we prioritize enhancing the experience for public companies, which are vital to the economy. As Chair Atkins mentioned recently, we want to revitalize the IPO process. We are proactive with the SEC in exploring ideas to achieve this. Supporting both vibrant public markets and private markets is essential for our strategy.

In the deck, you noted price increases across a number of segments, regtech, financial crime, capital markets tech and data listings. Just wondering how the price increases compared to prior historical price increases and what level is contractual of the price increases?

Yes. So price increases is definitely part of our growth formula. And I would say that this quarter has been very much in line with what you would have experienced. It depends contractually in the divisions. And some of the price increases, for example, in Financial Crime Management represent also the value of the engagement with our clients, represents the upsells. So you don't have like one way to look into it. But that being said, I would say it has been a nice contributor to our growth formula this quarter but also in the past.

Just on capital allocation, you talked about opportunistic deleveraging and buyback. I was just curious about the M&A pipeline. Anything that you see from a tuck-in perspective? Any color there will be helpful.

Yes. So we continue to have a lot of free cash flow generation. I just want to put the context of $1.9 billion of last 12 months free cash flow. So with that, we have lot of options and we can do more than one thing. So if you start with supporting the business, reinvesting in the organic opportunities that we have in the business, that is the #1 priority and we're doing that very much. We are very focused on fueling this revenue growth opportunity that you are seeing unfolding. The second part is the dividend and we'll continue to have it be progressive. And then beyond that, it's really being opportunity between debt and share repurchases and a focus on inorganic growth trajectory for now.

Well, thank you very much. Nasdaq continues to demonstrate the resilience of our diversified business as well as the strength of our partnership and relationships with our clients. And we look forward to continue to keep you updated on our progress in the quarters ahead. So thank you very much.