Title

Presentation

Nasdaq, Inc. beats earnings expectations. Reported EPS is $0.76, expectations were $0.74.

Operator: Good day and thank you for standing by. Welcome to Nasdaq Fourth Quarter and Full Year 2024 Results Conference Call. At this time, all participants are in the listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] 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.

Ato Garrett : Good morning, everyone, and thank you for joining us today to discuss Nasdaq’s fourth quarter and full year 2024 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 will 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 in our Annual Report on Form 10-K. We will discuss the financial performance on a non-GAAP basis and adjusted for the impact of acquisitions, FX, and the previously announced one-time revenue benefits and market services in the fourth quarter of 2023 and an index in the first quarter of 2024.

Definitions and reconciliations of U.S. 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. The fourth quarter marks the one-year anniversary of the acquisition of AxiomSL and Calypso. Going forward, we will report the financial performance for these businesses within the consolidated results of the respective subdivisions, and will no longer disclose these revenues in an organic revenue growth reconciliation. And with that, I will now turn the call over to Adena.

Adena Friedman : Thank you, Ato, and good morning, everyone. Thank you for joining us. On the call this morning, I’ll start with an overview of our 2024 financial and operational performance. I’ll then discuss our strategic priorities and outlook for 2025 before handing the call to Sarah to walk through the financial results and outlook in more detail. Reflecting on the last year, I’m extremely proud of Nasdaq’s progress towards becoming a scalable platform company and delivering on our vision to be the trusted fabric of the world’s financial system. Throughout 2024, we substantially completed the integration of Calypso and AxiomSL, further showcased the value of our solutions, delivered on our growth objectives, and achieved our initial expense synergies in deleveraging goals ahead of schedule.

The Nasdaq team’s ability to execute our strategy and create value for our clients provides us with confidence entering 2025 as evidenced by the strengthening of our competitive position and significant traction we are gaining with us for new client wins, up-sells, and cross-sells. Moving to our financial results for the year, Nasdaq’s net revenues of $4.7 billion increased 9% from 2023. Solutions delivered 10% revenue growth for the full year with growth in each quarter within or above the range of our medium-term outlook. ARR ended the year at $2.8 billion, an increase of 7.5% year-over-year. For the fourth quarter, we delivered net revenue growth of 10% year-over-year to $1.2 billion and solutions revenue grew 9%. Moving to the full year performance of our divisions, Capital Access Platforms generated 3% ARR growth and 10% revenue growth in 2024, driven by an outstanding year of Index Performance.

Financial technology delivered 10% revenue growth for the year. We delivered 12% ARR growth overall for the division, which included 23% growth in financial crime management technology, a 11% growth for our regulatory technology, and 9% growth for capital markets technology. Market services achieved record full year revenue driven by higher volumes across the U.S. equity derivatives, as well as U.S. and European cash equities. Turning to our operational highlights for 2024, the addition of AxiomSL and Calypso has greatly accelerated our journey as a platform company. In its first year, the Financial Technology Division delivered strong financial and operational accomplishments which resulted from deep and meaningful engagements with our clients.

Today, our Financial Technology Division has emerged as a vital force of innovation, as our more than 3,800 clients now see us as a complete partner in helping to solve their most critical challenges across risk, regulation, and trade infrastructure. The financial system is at a point where transformation is technologically and culturally possible with greater confidence in the banking and capital markets industry to implement cloud-based solutions. For example, according to Nasdaq and BCG’s recent complexity report, the level of comfort among global banks to deploy cloud-based solutions has increased from 57% just five years ago to 93% today. Additionally, today, only 22% of banks prefer in-house built solutions for their regulatory and appliance programs.

The large majority understand that external solutions provide superior capabilities to solve common industry problems and they are seeking strategic technology partners who can provide solutions across multiple disciplines. This sentiment is evident across the division as Nasdaq’s enhanced product portfolio has strengthened our client relationships, which materialized through the signing of 263 new clients, 424 upsells, and 11 cross-sells this year. Importantly, these collective wins represent our continued penetration across global financial institutions, and our cross-sells highlight our success in Tier 1 and Tier 2 banks. Notable examples include a major financial institution expanding from trade surveillance, AxiomSL, and Calypso to include Nasdaq Verafin, and another Tier 1 bank adding Calypso to its existing AxiomSL solution.

As the division continues to mature, we’re confident that we will deepen our strategic relations with our clients even further while delivering broad-based growth. Now, I will turn to a review of our subdivisions within financial technology beginning with Nasdaq Verafin where a growing number of financial institutions recognize our unique and differentiated capabilities in helping them root out financial crime. Nasdaq’s financial crime management technology business completed one new cross sell with a tier 1 bank for our wire fraud solution during the quarter and today Nasdaq Verafin serves over 2,600 financial institutions, representing nearly $10 trillion in assets including five tier 1 banks. Building on the strength of Nasdaq Verafin’s industry-leading offerings in North America, we’ve announced our launch in Europe, where we are engaging with clients across the region.

Regulatory technology and capital markets technology are advancing the modernization of global markets, as well as our clients’ ability to manage risk and compliance. In 2024, we had several marquee deals which underscores our right to win across our serviceable, addressable market. In the fourth quarter, Nasdaq signed a long-term agreement to provide a future-proof regulatory management solution through AxiomSL to AuRep, a collaborative joint venture of banks and financial services providers in Austria. We look forward to providing additional details on this important partnership in the coming weeks. AxiomSL also secured an upsell with Societe Generale to manage its domestic regulatory reporting needs. France, India, and the Philippines represent key regulatory technology international expansion opportunities that we’ve unlocked in 2024 and the strong progress that we’ve [made positions] (ph) as well to build momentum in these countries in 2025.

Surveillance signed 24 new clients during the year, including three new market regulators and our first market surveillance client in Taiwan. During the fourth quarter, 100% of new trade surveillance clients were cloud customers. And as of the fourth quarter, 68% of our clients are leveraging our cloud based solution up from 53% a year ago. Capital markets technology advances international strategy, expanding our key, our client base in key markets, including Latin America, with notable wins across Brazil, Mexico, and Colombia. Calypso signed its 20th Central Bank, a major milestone in a key client cohort with additional momentum expected across 2025. Market Technology signed nine new commitments in 2024 with existing clients, as they continue to modernize markets and we expect this trend to continue this year.

We also signed three new crypto clients in the fourth quarter. As we look ahead, our digital asset strategy continues to focus on helping the industry mature through infrastructure that enhances market liquidity, transparency, and integrity through the integration of the asset class within financial institutions. This is evident from the industry’s adoption of our market technology Surveillance and Calypso solutions. More broadly, Nasdaq is already active in this asset class with the iShares Bitcoin Trust ETF and options for the CTF, as well as other listed crypto ETFs in our US and European markets. We see potential growth areas in digital assets options products and proprietary index options benchmarked to cryptocurrency indexes. We expect additional opportunities to arise as new regulatory frameworks provide clearer guidance and Nasdaq will continue to strategically assess and pursue them in this dynamic space.

Turning to our Capital Access Platforms Division, we continued our strong success in attracting new listings to Nasdaq, as the world’s preeminent market operator, supporting corporate and investor decision-making through valuable data and workflow tools and driving even more liquidity into the market through our leading index franchise. In 2024, Nasdaq extended our listings leadership to six consecutive years as the top U.S. exchange by number of IPOs and proceeds raised. For the year, Nasdaq had 180 IPOs, raising $23 billion in total proceeds. This included 130 operating company IPOs, headlined by Lineage, the largest IPO of the year. Overall, Nasdaq achieved an 80% win rate among eligible operating company IPOs in the U.S. for the year. In the third quarter, we celebrated the 500th listing transfer to Nasdaq, cumulatively representing nearly $3 trillion of market value measured as of the date of each transfer.

We continued our momentum in the fourth quarter with 14 new transfers, including Palantir, the largest exchange transfer on a U.S. exchange in 2024, bringing the total market value of switches to Nasdaq to over $180 billion for the year. And to start 2025, we welcomed Domino’s, which began on the Nasdaq stock exchange on January 2nd. 2024 was also an exceptional year for our Index Franchise, which delivered 31% revenue growth, ending the year with record AUM. Innovation remains at the heart of this franchise as we launched 116 new products in the year with over half occurring outside the United States. Importantly, [27 of these products] (ph) were in the insurance annuity space and 30 were launched in partnership with new index clients, delivering on our expansion pillars across innovation, globalization, and the institutional space.

Within workflow and insights, analytics saw continued demand from asset managers and asset owners for our data and workflow solutions. This demand across the client ecosystem resulted in strong year-over-year growth. In corporate solutions, we focus on strengthening our offerings while managing through beta challenges, as corporate buying cycles remain elongated throughout the year. We anticipate an improvement in this business as the IPO environment normalizes. Finally, in our market services division, we demonstrated leadership across our U.S. and European markets. We experienced strong adoption of our index options and multi-listed options products as index options revenue more than doubled year-over-year. In addition, we delivered a record volume of shares and notional value traded in the closing cross this year, including a record fourth quarter in terms of volume of shares traded.

We also made progress modernizing our markets with the migration of Nasdaq ISE to our next generation derivatives platform, Fusion, in September. In addition, as part of our ongoing assessment of our business units portfolio and their alignment with our strategy, we announced that Nasdaq has entered into an agreement with Euronext to sell our Nordic Power Futures business. This transaction will sharpen our focus on our strategic growth areas as we lead the European market. Moving forward, our European business is an integral part of our strategy as the combination of our U.S. and European footprint is critical to our ability to serve clients globally. Overall, Nasdaq delivered robust growth across our business while achieving significant strategic and operational milestones.

At our Investor Day in March we introduced three strategic priorities, integrate, innovate, and accelerate to deliver resilient and scalable growth. We successfully execute on these priorities and are well positioned entering 2025. Through our relentless execution of our integrate priority, our financial technology division has a well-structured and highly functioning operating model, and we’re deploying the one Nasdaq go-to-market approach to deliver holistically for our clients. In addition, our solid free cash flow enabled Nasdaq to lower its gross leverage ratio from 4.3 times at the end of last year to 3.6 times at the end of 2024. Nasdaq exited 2024, having actioned over 100% of our net expense synergies target and Sarah will discuss our incremental efforts to deliver additional cost synergies and efficiencies.

Moving to our innovate priority, we amplified innovation across Nasdaq introducing and incorporating new AI powered solutions and product offerings across each of our divisions in 2024. We’ve seen solid client adoption to-date, and our product managers continue to work on delivering new AI features in their product roadmaps. Looking ahead, we have a strong innovation pipeline with various product launches expected over the course of the year. Within our internal business operations, our focus with AI adoption has shifted from exploration and experimentation in 2023 and 2024 to driving impact entering 2025. Our team is engaged in scaling our use of AI to deliver efficiencies and productivity enhancements across the organization, which is also reflected in the expanded efficiency program that Sarah will describe.

And with our accelerate priority, we drove 17 cross-sells since the Adenza acquisition closed, including 11 in 2024 and four in the fourth quarter. Cross-sell opportunities now account for over 15% of Financial Technology Division’s pipeline with several deals at advanced stages as we execute organized sales campaigns that showcase the cross functionality of our solution suite and deepen relationships with senior decision makers across our clientele. Nasdaq remains on track to exceed $100 million in run rate revenue from cross-sells by the end of 2027. Looking ahead to 2025, Nasdaq is well positioned to build on our successful 2024 and deliver durable revenue growth. As we continue our journey to become a platform company, our transformation is built on four distinct strengths.

A robust interconnected client network, purpose built modern solutions that directly address our client specific challenges. A scalable build once deployed to many approach across our technology and operational platforms. And standardized architectural principles and frameworks that unify our business and technology operations. These factors, coupled with our deep industry expertise, have elevated our conversations with current and prospective clients. As our conversations continue to materialize into new client wins, up-sells and cross-sells, we’re entering 2025 with strong momentum across our business. In addition, the solid economic backdrop bodes-well for Nasdaq and our clients. In the U.S., consumer spending and relatively low unemployment continue to support GDP growth.

Further, inflation and interest rates have settled into a more predictable state than we experienced between 2022 and 2024, giving investors more confidence in their ability to deploy capital. Overall, the global economy is expected to grow with help from strengths in the U.S. and other parts of the world, including South Asia. These factors have contributed to creating a positive business environment to start the year. For example, after several years of muted IPO activity, we expect more companies to list on public markets with an uptake beginning in the second quarter of 2025, setting up a strong half of the year. We continue to have a healthy pipeline of companies that have filed to go public on Nasdaq, as these companies become public, we look forward to helping them navigate the public markets from the initial listings process to corporate governance, IR, and sustainability reporting needs.

Finally, financial institutions across the global economy face complex risks, changes in regulatory regimes and new trading opportunities, which are driving strong demand for our financial Technology Division’s suite of solutions. Whether it is keeping up with rapid technological advancements, meeting the changing and divergent needs of regulators across the globe, or protecting the integrity of the financial institution’s systems against financial crime, clients will continue to turn to trusted partners to help them navigate complexity through technology first solutions. And we remain well positioned to be that partner for them throughout any environment. The new administration enters the White House signaling a more business friendly pro-growth agenda in the U.S. We believe this will unlock capital and liquidity to the benefit of companies, financial institutions, and markets.

As it relates to the regulatory environment governing our clients, we’re supportive of the traction that is gaining around smart, well-calibrated regulation. To wrap up, 2024 was a strong year in which we further advanced the evolution of Nasdaq, as a leading partner to the global financial system. Across the organization, we executed our strategic priorities, delivered it on our key growth objectives, and achieved our synergy and deleveraging goals ahead of target. As we enter 2025, we’re delivering on our strategy and remain confident in our ability to achieve our medium-term outlook. And with that, I will now turn the call over to Sarah to provide more details on our financial results and outlook for 2025.

Sarah Youngwood : Thank you, Adena, and good morning everyone. Starting with annual results on Slide 11 of the earnings presentation. Net revenue of $4.7 billion was up 9% with solutions revenue of $3.6 billion up 10% and representing 77% of total revenue and increase of 1 percentage point. Four-year divisional growth rate were consistent with our expectations. Operating expense was $2.162 billion up 6% in-line with guidance for a 54% operating margin and 56% EBITDA margin, both of which were up by over 1 percentage point. This resulted in net income of $1.6 billion and diluted EPS of $2.82. Moving to quarterly results on Slide 12. We reported net revenue of $1.2 billion up 10%, with solutions revenue of $949 million up 9%. Operating expense was $556 million up 6%, resulting in an operating margin of 55% up 2 percentage points and an EBITDA margin of 57% up by over 1 percentage point.

This resulted in net income of $438 million and diluted EPS of $0.76. Slide 13 shows the drivers of our 9% net revenue growth for the year and our 10% net revenue growth for the quarter. We generated 7 percentage points of Alpha for the year and 6 percentage points for the quarter driven by new and existing clients, as well as product innovation partially offset by lower market share and market services. Overall, Beta factors contributed 2 percentage points of growth this year and 4 percentage points for the quarter, driven by higher valuations in Nasdaq indices and higher overall volumes in market services. Please note that our Alpha analysis is conservative, as it includes on and off exchange trading. If we had done the analysis with market share of on exchange volumes only, Alpha would have been 7% for the quarter and for the year.

Lastly, and as shown on Slide 14, we had ARR growth of 7.5%, with SaaS revenue growth of 14%. SaaS as a percentage of ARR also increased 2 percentage points to 37% compared to year-end 2023. Let’s review division results starting on Slide 15. In capital access platforms, we delivered full year revenue growth of 10%, with quarterly revenue of $511 million up 11%, and with ARR growth of 3%. Data and listings revenue growth for the year was 1%, with quarterly revenue up 2% and ARR up 1%. Quarterly revenue was driven by higher data sales and usage, new listings, and pricing. This was partially offset by delisting and downgrades and lower amortization of prior period initial listing fees. As you recall, we expected a year-on-year revenue headwind of $3 million related to the amortization of prior period initial listing fees.

This started in the third quarter of 2024 and was expected to last for four quarters. Two are done and we are in-line with expectations. We are on track for the next two quarters at $3 million. After that, we expect the impact to fall to roughly $2 million in the third quarter and $1 million in the fourth quarter of 2025. Separately, we saw an improvement in de-listings in 2024 versus 2023 and expect the related year-over-year revenue headwind to moderate from $10 million per quarter in 2024 to $8 million in each quarter of 2025. Index revenue was up 31% for the full year and up 29% in the quarter, with more than half of the quarterly revenue growth driven by Alpha factors, primarily from strong net inflows contributing to higher asset-based revenue.

ETP AUM included $80 billion of net inflows in the last 12 months, including $28 billion in the fourth quarter. Net inflows together with market performance resulted in record average ETP AUM of $632 billion up almost $200 billion year-over-year. In Workflow and Insights, revenue was up 4% for the year and the quarter, with ARR growth of 4% as well. The increase in the fourth quarter revenue was driven by [analytics mainly eVestment] (ph) with continued growth in demand from asset managers, asset owners, and consultants. New investment sales were up 11% for the year, with full year gross retention up 2 percentage points. The broader corporate solutions environment remains unchanged, with revenue up 1% in the quarter. Full year operating margin was 58%, with quarterly operating margin of 57%, both of which were up 3 percentage points.

Excluding a one-time benefit of index of $16 million from a legal settlement. Full year operating margin would have been 57% up 2 percentage points. As a reminder, as we enter 2025, our contracted rate associated with trading of future contracts will reset, as it does every year. It will increase once we cross a specific volume threshold which will likely occur sometime in the first half of the year. Now looking ahead to 2025 performance more broadly across the Capital Access Platform Division. Our current expectation is for full year revenue growth to be within its medium-term growth outlook range of 5% to 8%. Within the division, data on listings activity is improving, But listing revenue remains negatively impacted by de-listing and amortization factors.

As such, we continue to expect data and listings to grow within our medium-term outlook of low-single digits in 2025. Index continues to generate strong Alpha, given its very favorable positioning and additional growth opportunities. We expect to go above our medium-term outlook of mid-to-high single digits in 2025. Recall that index revenue in the first quarter of 2024 included a $16 million one-time revenue benefit related to a legal settlement. We exclude this item from our adjusted growth rate and we’ll discuss our growth and any comparisons to the medium-term outlook on that adjusted basis, excluding that item. Finally, as a result of continued beta headwinds in corporate solutions, which will take time to ease even with stronger issuance environment.

We expect Workflow and Insights growth to be below its medium-term outlook of high-single to low-double digits in 2025. Moving to financial technology on slide 16. Total Division revenue for the year grew 10%, and revenue for the quarter was up 7% to $438 million with ARR growth of 12%. The difference between quarterly revenue growth and ARR growth in FinTech is driven by professional services fees and the impact of lower Calypso on-prem subscription revenue, due to timing and a tough comp in the fourth quarter of 2023. Meanwhile ARR growth remained solid across the subdivision with strong client momentum including the benefit of 120 new clients, 127 up-sells and 4 cross-sells in the quarter. On cross-sells, our campaigns are resonating with clients, as we achieved 11 cross-sells in 2024.

Cross-sell opportunities now account for over 15% of the Financial Technology Division’s pipeline, including several deals in advanced stages. As we close these deals, we will no longer count them in our pipeline, which can create quarter-over-quarter viability in this metric. However, over the coming years, we expect a cross-sell pipeline mix generally to average at or above 10%, which is a level that positions us to exceed our $100 million run rate cross-sell revenue target by the end of 2027. Financial Crime Management technology revenue increased 22% for both the year and the quarter, with ARR growth of 23% and with 102 new clients and one cross-sell with a tier 1 client in the quarter. Net revenue retention was 114%, reflecting strong client engagement stemming from new product enhancements, such as the GenAI Entity Research Copilot and targeted Typology Analytics.

Regulatory technology revenue increased 7% for the year and 6% for the quarter, with ARR growth of 11% as well as nine new client wins and 64 up-sells. AxiomSL revenue grew 7% for the year and 5% for the quarter, with two new client wins and 28 up-sells. And Surveillance, [grew] (ph) revenue 6% for the year and 7% for the quarter, aided by seven new clients and 36 up-sells. The delta between ARR and revenue was due to [software] (ph) professional services revenues which should improve in 2025 based on signed deals in 2024. Capital market technology delivered 8% revenue growth for the year and 4% for the quarter. ARR grew 9% with nine new clients, 63 up-sells and 3 cross-sells in a quarter with a cross-sell activity driven by continued client demand for market modernization.

Calypso full year revenue was up 17% and up 1% in the quarter with four new client wins and 39 up-sells. With a difference between the [two revenue] (ph) growth rates driven by deal timing. Together Trade Management Services and Market Technology had five new clients, 24 up-sells, and 3 cross-sells in a quarter. Combined revenue was up 3% for the year and 7% for the quarter. The quarterly revenue growth was primarily driven by strong growth in trade management services, mainly due to meeting additional capacity demands via our recent data center expansion. Looking forward, we expect improved professional services revenue in 2025, due to new clients for Calypso and market technology implementation signed in 2024. And we are starting the year with a strong proportion of signed engagements.

Combined AxiomSL and Calypso revenue increased 13% for the year and 2% for the quarter with ARR growth of 12%. We continue to drive the cloud journey of this businesses forward with cloud bookings as a percentage of new [ATVs] (ph) coming in at 62% for the year and 60% for the quarter. As Ato noted in the opening remarks, we will be reporting AxiomSL and Calypso within the consolidated results of their respective subdivision going forward, and we expect combined AxiomSL and Calypso to perform within the medium-term outlook for 2025. Full year Financial Technology operating margin was 47%, up 1 percentage point and with quarterly operating margin flat at 49%. Looking ahead at our growth expectations for Financial Technology for 2025. We expect the division to grow within its medium-term outlook of 10% to 14%, with Financial Crime Management Technology at the low-end of its range of mid-20s, Regulatory Technology at the high-end of its range of high-single to low double digits and with Capital Markets Technology within its range of high single to low double digits.

Wrapping up the divisions with Market Services on Slide 17. We had net revenue growth of 4% for the year and 12% for the quarter at $268 million. The strong quarterly net revenue growth benefited from an increase in U.S. derivatives revenue primarily due to record volumes and strong index options revenue growth, higher U.S. cash equities revenue from higher volume capture and market share of available on exchange trading volume, as well as higher capture in European cash equities and derivatives. With these factors partially offset by a market-wide shift of U.S. cash equity volumes of exchange and a decline in [US state plan revenue] (ph). Full year Market Services operating margin was down 1 percentage point to 59%, with quarterly operating margin of 59%, up 1 percentage point.

Excluding the one-time payment of roughly $7.5 million that benefited Market Services in the fourth quarter of 2023 and is excluded from the adjusted numbers, full year operating margin would have been flat and quarterly operating margin would have been up 2 percentage points. Moving to expenses on Slide 18. We had operating expenses of $2.162 billion for the year, up 6%, driven by strong investments in technology and people to support revenue and drive innovation and growth, employee-related cost increases, other increases largely due to inflation, as well as close to 1 percentage point of regulatory and people-related costs, which we don’t expect to reoccur. This was partially offset by the benefit of Adenza-related synergies of 2 percentage points and additional efficiencies of 1 percentage point, half of which I will come back to in just a moment.

This resulted in an annual operating margin and EBITDA margin both up more than 1 percentage point versus the prior year. Regarding net expense synergies, we have actioned over 100% of the $80 million target we announced in relation to the acquisition of Adenza. We are now expanding this program to $140 million, including the $80 million already actioned. This run rate cost reductions will be actioned by the end of 2025. This is an increase of 75% in the same two-year time frame as we now include the entire firm and will capture all the run rate efficiencies, including the impact of AI. As part of the expanded program, we expect related cost to achieve to be $140 million, with $72 million incurred to-date to the end of the fourth quarter. The program has already reduced 2024 expense growth by 2.5 percentage points, 2 percentage points for Adenza and 50 basis points related to the program expansion.

It is expected to reduce 2025 expense growth by 2 percentage points with a [sale] (ph) mostly in 2026. As always, you should expect that we will continue to reinvest a portion of these efficiencies into investments to support our growth. With this in mind, we are introducing our non-GAAP expense guidance for the year of $2.245 billion to $2.325 billion. This guidance range reflects a non-GAAP organic growth rate of 6% at the midpoint. And as mentioned, it includes a roughly 2 percentage point benefit from the expanded efficiency program. Our 2025 guidance uses average 2024 FX rates, as its foundation and do not reflect the benefit from the recent post-election strengthening of the dollar that has partly retrenched over the last few days. We expect the 2025 non-GAAP tax rate between 22.5% and 24.5% in-line with the prior expectation we have set.

Turning to capital allocation on Slide 19. Nasdaq generated free cash flow of approximately $1.6 billion in the year, including $439 million in the fourth quarter. We repaid $815 million in debt in 2024, including about $118 million in the fourth quarter, which we repurchased opportunistically. With that, we ended the year with a gross leverage of 3.6 times. In 2024, we paid dividends of $0.94 per share or $541 million, including $0.24 or $138 million in 4Q, representing a 34% annualized payout ratio. We repurchased 2.3 million shares of our common stock for roughly $145 million in the year offsetting employee issuance, with no repurchases in the fourth quarter. We remain focused on reducing our leverage and expect to reach a 3.3 times gross leverage ratio, before the end of 2025, while repurchasing shares to offset employee compensation related dilution.

We will remain opportunistic regarding any additional share or debt repurchase. In 2024, we set an ambitious objective and I want to thank the full Nasdaq team for executing against them. I am proud of our accomplishments in the year. We delivered on our growth ambition. We closed on a number of landmark client wins. We made progress with our cross-sell target. We identified incremental cost efficiencies, and we executed against an accelerated deleveraging timeline. All of this reinforces my confidence in our growth story and our ability to deliver value to our clients and shareholders in 2025 and beyond. With that, let’s open the line to Q&A.

Operator: [Operator Instructions] And our first question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.

Alexander Blostein : Hi, good morning everybody. Thank you for the question. I wanted to start with your outlook on Workflow and Insights. Obviously, it is a business that has been growing a little bit slower, presumably gets better with cross-selling once the listing business starts to pick up a bit and there’s sort of positive synergies with the rest of the franchise. Can you help us maybe just bridge how you go from this kind of low to mid-single-digit range back to your targets, which would seem to be still kind of ways out? Thanks.

Adena Friedman : Great. Thanks, Alex. Yes. As you mentioned, the Corporate Solutions business has had a lot of effects from a slower issuance environment, as well as, as we talked about, the delisting environment that we’ve been operating in over the last couple of years. And we do — what we’ve been focused on is making sure that we are continuing to innovate within the suite so that as the buying behaves become more normalized, we would expect that — we have great products and we are very well-positioned competitively. It is just a matter of making sure that we have an environment where the buyers are in a position to be able to purchase our solutions. So it is both the IPO environment, moderating of the de-listing environment.

And then also, as you’ve noticed the Index performance and the growth of earnings across different sectors of the economy have been more towards, I would say, larger companies. So — and we have thousands of companies that use our solutions. So as a growth agenda in the U.S. economy picks up, we do actually believe that, that also will drive more earnings potential for the broader economy, and that also will support more of a sales activity within that particular part of our business. Now in Analytics, we’re actually really excited about everything that’s happened across the — what I would call the investment side, the investor, the investor audience within our Workflow and Insight Solutions. And most notably, eVestment, which is our biggest product.

We had a couple of years where we were focused more on product enhancements and integrating some great data into the platform, we now have this incredible suite of solutions there and we are growing at the high single digits with the investment, and we expect that to continue to be a great grower for us. So we do think that will be helpful also in driving the overall growth rate of that part of the division up in the coming years.

Operator: Thank you. And I show our next question comes from the line of Craig Siegenthaler from Bank of America. Please go ahead.

Craig Siegenthaler : Thanks. Good morning everyone. So our question is on the potential for large-scale deregulation of the U.S. financial services industry under the Trump administration. And we understand you can’t put the genie back in the bottle on many businesses like Prop and Merchant Banking. But Axiom was seeing strong tailwinds from more regulations like Basel III Endgame. So if there is a reversal in bank regulations, how should this impact client demand for Axiom’s offering and your RegTech growth trajectory, just given its core clients are banks?

Adena Friedman : Yes. Well, first of all, I think we just remind everyone that our AxiomSL business is a global business. It serves banks all over the world. We’ve been opening new markets, as we mentioned, in India, France, Philippine and other parts of the world. We have a great pipeline of opportunities across AxiomSL in the global business. And as we’ve been engaging with U.S. clients, they are dealing a changing regulatory environment, but one that still is an environment that requires a lot of solutions to help them manage regulations. So we see really strong demand for the product. I think that we – as we gave you the Regulatory Technology subdivision within Financial Technology is at the — we expect it to be at the high end of our range in 2025.

And so I think, that we just — we feel highly confident that we have a solution that meets a lot of different needs across different regulatory landscapes. One thing, just a point of fact just to help you understand the nature of the business within AxiomSL. 69% of the revenue comes from non-U.S. banks, 31% comes from U.S. banks — I’m sorry, that’s across the Adenza, that’s both Calypso and AxiomSL. So let me say it again, the U.S. clients represent 31% of the revenues of the Calypso and AxiomSL businesses and 69% come from non-U.S. banks. So we just feel very confident in the way that we see the engagements with our clients. I would look also more broadly at Financial Technology. As we think about it, we think okay, if you have an environment where more capital can be kept within the banks, they can then deploy that capital into the market.

That drives liquidity across global markets. It drives demand for our technology among global markets, as they prepare for — and are prepared to be able to accept that liquidity. We also, if they are going — banks are suddenly in a growth mode, they’re going to be going into new asset classes and new geographies, and that drives demand for our Calypso solutions. So we have a lot of opportunities for growth across the franchise in different regulatory environments.

Operator: Thank you. And I show our next question comes from the line of Patrick Moley from Piper Sandler. Please go ahead.

Patrick Moley : Yes, good morning. Thanks for taking my questions. Maybe just diving into Financial Technology again. You gave an outlook for where you kind of expected to fall within the range of the three businesses within that segment. So where do you think that leaves us for the full year in terms of the overall 10% to 14% growth rate for the full segment? And then on Financial Crime Management, I believe you said that you expected that to come in at the lower end, so maybe you could just talk about some of the drivers there. Thanks.

Adena Friedman : Sure. Yes. Actually, I’ll start with that, and then I’ll talk about the overall FinTech division. So within the Financial Crime Management business, we actually — we did a great job again this year of expanding our client base. We had a 211 new clients sign up for the solution. We had another Tier 1 bank take our — sign with us in the Q4. We have a really nice pipeline of Tier 1 banks that are in stages of our sales cycle, including completing POCs and other things. So — but as we’ve talked about in the past and we talked about this at Investor Day, the mid double-digit growth rate is supported by three pillars of growth. So the first is within the small to medium banks. And again, we signed 210 of those.

So we are really, really excited about that — or 211 for the year. And then — and that’s kind of the basis of our business today. But as we expand, a growing part of our growth is going to come from those Tier 1 banks, Tier 2 banks. We now have five of those clients. We have an opportunity to expand those client relationships, and we are in talks with expansion plans. We have, as I mentioned, a nice, healthy pipeline of additional clients there. But it takes time for those deals to manifest and show up in the financial performance. And so we are still very early in there. And then global expansion. So that’s the third pillar. And we just announced our move into Europe. We have several banks lining up for POCs with us in 2025. And so that, again, will play out to support that mid-double-digit growth rate.

But those things are still in the early innings. I just want to remind everyone that half of the SAM, half of the Serviceable Addressable Market, in Financial Crime Management is in this Tier 1 and Tier 2 banks. So as we expand there, that gives us a lot of opportunity to continue to have healthy growth, but we are still in early innings. And so as we look at 2025, similar to 2024, we see ourselves coming in at the low end of our outlook range, but we are extremely excited about all the progress in the business. And then more holistically for Fintech, we don’t give you a specific view as to how we see the year playing out, but we do expect that Fintech will be within the range of the 10% to 14%. And obviously, we have a lot of — I would have to say, we had a lot of great sales in 2024.

We are going into the year with a really good line of sight into a large portion of our business growth. But the year changes as we go through the year. So we maintain our view that it will be within the outlook.

Operator: Thank you. And I show our next question comes from the line of Benjamin Budish from Barclays. Please go ahead.

Benjamin Budish : Hi, good morning. And thanks for taking the question. Just following back up maybe on Alex’s first question on Workflow and Insights. I guess given your sort of optimism in the IPO pipeline, can you talk a little bit about the kind of conversion rate or what the timing looks like in terms of getting new sort of listed companies, using some of those software solutions? And I’m just curious, it sounds like a lot of optimism around some of the policies from the new administration, but the tone is clearly more negative on things like ESG and sustainability. And so as regards to your ESG solution, any sort of change in outlook there? Thank you very much.

Adena Friedman : Yes. Great. Thanks. So I’d say that the Corporate Solutions part of Workflow and Insights, which is a focus area of your question, that business is a bit of a lagging indicator, lagging behind the IPO environment. So when companies decide to go public, they do need solutions. We provide them a package as part of their IPO to introduce them to our solutions, but also to help them mature as public companies in IR and ESG reporting. And so we then have a period of time where we offer those solutions complementary, and then they will convert into — hopefully, if we do a great job, convert into paying clients. But we also have the opportunity during that time to upsell them on additional solutions within our suite.

And so it does — we’d like to see a nice, healthy sustainable IPO environment. We definitely are seeing a moderation of de-listings that will help. But it will take some time for that business to recover into a more normalized growth rate. And then looking at specifically into ESG, what we’ve seen is actually a change in the demand structure. Those solutions still are small part of our overall Workflow and Insights business. But we are seeing the demand more coming from Europe and other parts of the world, as well as from global companies that operate in Europe because of the new disclosure obligations. And so that just I would say the demand curve has changed a little bit more towards non-U.S. companies and non-U.S. operations. But that does mean we still have good opportunities across that business.

And we will continue to evaluate that as we see different policies developed in the United States.

Operator: Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan. Please go ahead.

Michael Cho : Hi, good morning. Thanks for taking my question. I want to just touch on the regulatory topic as well, which is kind of under a slightly different lens. Adena, you’ve kind of previously discussed in the past about lightening the burden or the regulatory burden on public companies and making that option much more attractive. You’ve indicated some optimism in engaging the new administration around some of these efforts. So just for our context, can you just remind us and talk through some of the areas where we might see some of your efforts or just kind of general progress first? Thanks.

Adena Friedman : Sure. Well, we’ve actually had a pretty steady drumbeat of engagement with regulatory agencies, but we are actually quite optimistic that we have an administration that is listening and listening hard to what can they do to unlock growth in the country, what can they do to create sustainable growth in the country. And part of that is making sure that the public markets are working really, really well. I just want to remind everyone, we’ve been evaluating this. But there’s about $112 trillion of investable capital in public markets around the world, and that’s as of the end of ’23, about $15 trillion in the private market. So the public markets really drive the economies. And as we think about the life of a public company, there are elements of it that are persistent.

So you have early earnings, like we’re having this morning. You have disclosures that are relevant and important for investors to understand. But then you also have other elements. And I would say that the proxy process has a lot of challenges in it that we think can be reformed that will make it so that it’s a better environment for companies and more balanced between companies and investors. We think that some of the accounting policies and PCAOB, they took a very draconian approach in the last administration and we see some opportunities there to make it more balanced. And then if we could have our way across everything, we would also look at litigation reform, which is a key element of improving the environment for public companies. Those are three core things that we also would say.

And then the last thing I would say is making sure that there is disclosure to the public companies on what’s happening in their stock. I think that — we’ve got the 13 F’s for long positions, but is there something similar for short positions in terms of giving companies better information and understanding of their investor base. So all of those things are areas that we’re going to be discussing, engaging with the government to see what their priorities are and see if we can make some progress.

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

Dan Fannon: Great. Thanks. Good morning. Wanted to get a comment around professional service fees, what they were as a total within the financial — within Fintech. And then as you look going forward, you talked about, I think, momentum in the business, particularly in the RegTech in terms of new implementations. So could you talk about the outlook for professional service fees, as we think about 2025?

Adena Friedman : Yes, yes. So I don’t know if we give a specific breakout — I’m looking at Sarah. We don’t give us a separate — specific breakout of the professional services fees. But just as a reminder, we are a software product business. We want to deliver software, we want to deliver those products and we wanted them to deliver it well. So we see professional services as more, I’d say, a means to an end, meaning we want to deliver them. We have obviously put a great deal of effort into delivering those, and we do also work with partners. But we also — we want to get rewarded for the work we’re doing to make sure those implementations go well. As we think about 2024 and the dynamics in 2024, there are a few things. Oftentimes professional service revenues are follow sales, if that makes sense.

And I think that — in general, as we look at the sales that occurred in 2023 going into 2024, and then projects that were ongoing in 2023 and 2024, as we’ve been mentioning all year, we had some downward pressure in the professional services revenues in 2024, both on the fact that we had a very large implementation in Market Tech in 2023 that drove up revenues that did not repeat in ’24 as we completed that deal. We had, I’d say, a sales event that had lower professional services revenues coming in, particularly for our AxiomSL solutions in ’24. But as we’ve seen the sales environment in 2024 manifests itself and going into 2025, both in Market Tech, with nine new commitments for existing clients and other new clients coming in, as well as for AxiomSL, really good sales here in AxiomSL.

We actually see upward mobility or upward trajectory of professional services in 2025 that supports the outlook that Sarah gave you in terms of where the revenues will come out within the ranges that we mentioned. And actually, we did give some disclosure about Adenza when we acquired Adenza saying that professional services fees were about 20% of the Adenza revenue and just over — I would say, just over 10% of overall Fintech revenues, just so you know what the disclosures are.

Operator: Thank you. And I show our next question comes from the line of Owen Lau from Oppenheimer. Please go ahead.

Owen Lau : Hi, good morning. Thank you for taking my question. So as a question about your Cap Markets Tech ARR, it came down from 12% last quarter to 9%. It also drove your Fintech ARR down for the quarter. What was the driver of that decline? Is it the professional services fee we talk about? And then what does it take to reaccelerate that ARR in 2025? Thanks a lot.

Adena Friedman : Yes. Thanks, Owen. So with regards to ARR, there were some year-over-year comps on that just because fourth quarter of 2023 was a very strong sales quarter for Calypso in particular. And so we had some, I’d just say, year-over-year comp differential. And then the second thing is just that we – there is a lot of timing related to deal signings, deal closings that drive ARR. And also, by the way, what we look at as an ARR itself does not include any sort of ramps that we have in contracts. So that also would reflect just the ARR upon signing, as opposed to the long-term ARR potential of a contract, and so it doesn’t include ramp, and there are ramps in our contracts. So I think some of that is also kind of reflected in the fact you had different growth rates.

But as we – as Sarah mentioned, we do expect that the AxiomSL and Calypso combined ARR growth should be within the medium-term outlook range of the mid-teens. And that overall for Fintech, that we should be within the range that we provided on ARR. So we do feel like we have a really strong opportunity for us to continue to drive growth across the franchise. But in this quarter, we had some downward pressure.

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

Michael Cyprys: Hi, good morning. Thanks for taking the question. Just wanted to ask about AI with the deep seek advancement. Just curious how you see that impacting your business in terms of potential for faster generative AI product innovation and development, potentially at a lower cost and how you see that potentially impacting the competitive landscape over time? And more broadly, maybe you could just update us on some of the steps you’re going to be taking here in ’25 to move Nasdaq forward with generative AI advances? Thank you.

Adena Friedman : No, I love that question. So first of all, I would just say we’ve essentially put a platform together within Nasdaq leveraging our cloud providers that allow us to use multiple models. So we use both proprietary models and open source models today. What we do is when we think about a new capability we want to deliver through our products, we’ll test out different models to see which ones provide us the best solutions at the most efficient cost structure. And so first and foremost it has to be which one’s best at delivering what we are looking for, and then the second thing is then a cost consideration. But I would say the cost curve has come — I mean, the cost of AI on generative AI has already done a lot, it is been quite dramatic.

And so we already feel like there is a lot of efficiencies starting to come into that — the different models. The second thing is we do — we are open to different models. We have a lot of governance around that, but we do approve models through our government structure and we have access to multiple models. And the third thing is we are really embedding AI, GenAI capabilities into our product road maps. And we are reviewing those product road maps very frequently so that we know that we are bringing new capabilities to clients. So just a few to mention. And we’ve got the — as you mentioned, the AI — the GenAI research entity, Copilot, within Anti Financial Crime business, but now we are implementing in our surveillance business. We have actually the ability to do something similar in terms of auto generation of regulatory reports in AxiomSL.

We have our Board portal summary, Board Summary, Board book summaries within our Board Portal tool. We have other capabilities we’re bringing to investment in terms of summarizing board minutes and other things from pension boards. So there’s so many different ways that we’re deploying the technology for the benefit of customers. And for the most part, we’re basically doing it in a way that really improves the value of the product overall, improves the return on investment that clients are getting. So that as we talk through different renewal cycles, we can show them that incremental value in terms of part of our contract value, and it’s driving up retention, so that we are differentiating our solutions more successfully, which will drive up retention.

So we see it as a general lift, and we are just getting started, I have to say, now within Nasdaq, as Sarah mentioned, we are also doing the technology internally across our development teams, our client success teams, marketing, so that we can actually be more efficient and effective in product development and client success. So that’s where that kind of upgraded program that Sarah mentioned does include some AI efficiencies that we expect to generate this year.

Operator: Thank you. And I show our next question comes from the line of Jeff Schmitt from William Blair. Please go ahead.

Jeff Schmitt : Hi, good morning. On the Proprietary Index Options business, revenues doubled during the year. Could you discuss what your plans are for that business and sort of whether you’re looking to increase investments and focus there over time?

Adena Friedman : Yes. What’s great about that business is it gets to leverage the broader exchange franchise that we have, obviously. So we can be very efficient in investing in that business and driving return. But we are very focused on it. In fact, Tal and Kevin and Greg and team, we are meeting regularly to understand new ways that we can build new products, bring more capabilities to our clients and grow the ecosystem. Because you’ve got both institutional investors that you really want to draw into those Prop Index, products as well as retail. We have gotten this — our Prop Index products now on major retail investing platforms. including Robinhood. But — and then we also are driving institutional adoption of those products with different — by integrating those products into different data tools that they use to make investment decisions.

And then as our Index business goes more into the institutional audience in terms of insurance and other institutional clients, that then drives demand for options trading and enhance the capabilities that we can use our products for. So I have to say it is kind of a virtuous cycle that’s developing there. And we are really, really excited about how we continue to drive the NDX franchise, but then also bring new products onto that business, into that business as well.

Operator: Thank you. And I show our next question comes from the line of Ashish Sabadra from RBC. Please go ahead.

Ashish Sabadra : Thanks for taking my question. If I can ask just two clarifying questions. One is on ARR versus revenue growth, we saw some differential there in ’24, anything to be cognizant of as we get into ’25? And then just on the expense side with that expanded synergies, which gets actioned in 2025, how should we think about those benefiting 2025, on a quarterly cadence basis? Any color that will be helpful. Thanks.

Adena Friedman : Okay. I’ll have Sarah answer the question on the expense side. And even on the ARR — revenue versus ARR. Why don’t you take that, Sarah?

Sarah Youngwood: Yes. So on the ARR versus revenue, you have two things that are factors professional services [fees is seen throughout] (ph) Fintech, and that affects really all of the metrics especially in the fourth quarter. In terms of the second element, and that’s specifically for the fourth quarter, you’ve got Calypso, which has both — this as on-prem revenue recognition for Calypso where you have the combination of a tough comp in 4Q ’23 and then the timing during the year being different in 2024 versus in 2023. Those are the elements of the first question. In terms of like the second question, what I have mentioned is that we have benefits that already are growing very fast into the expenses. So 2.5% of growth in 2024 coming from this expanded efficiency program, and that number becomes 2% that’s contributing to lowering the growth rate 2025 versus 2024 for expense. And then there is a tail that’s mostly in 2026.

Adena Friedman : But we’re not going to provide you quarterly — a quarterly view into that. I think it’s something that we’re going to continue to drive throughout 2025. And I think you mentioned that there’s a tail in ’26. So it’s largely a tail in 2026.

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

Alex Kramm: Yes, hi. Good morning everyone. Just wanted to come back to Fintech for a second here. I know a lot of focus on the regulatory direction. I think the one other thing people are talking about a lot of financial services changing is maybe a pickup in bank M&A. So maybe you can just talk about that, obviously, a primary customer base for you. And I understand that maybe those banks get bigger and they actually get more sophisticated. So it could be good longer-term, but maybe add regulatory in this as well. But when you have a lot of these uncertainties, sometimes there is a little bit of paralysis. Just wondering if we should be expecting any sort of lengthening of sales cycles as it comes to selling into this end-market just because these companies don’t know what’s going to happen next, both in regulatory and on the M&A side? Thanks.

Adena Friedman : Yes. Well, I think, first of all bank M&A in the past, in prior in — let’s say decades past, has been relatively — it’s been — I’ve heard, at least on average, somewhere around 4% banks kind of merged in the United States over a normalized period of time. But most of M&A occurs at the very low — the small end of the spectrum of banks. And so as we think about M&A in four banks going forward, if two smaller banks merge into, let’s say, a midsized bank, that — we are well protected in terms of the way that we’ve constructed our Anti-Financial Crime Technology contracts because that’s really the bank – that is the clientele that we serve with that particular solution. The other solutions that we sell within Fintech tend to are geared more towards the Tier 1 through 3-sized banks.

But within Financial Crime Management, Verafin has built in moderators for their contract based on assets. So if two banks merge and they become bigger, then they have more assets, if they have more assets, they get to a different pricing tier within the contracts. And so that’s kind of baked into the contractual structure of Verafin. Let’s say that also — let’s say, two banks merge and one is already a client and one is not, it gives us a huge opportunity to go in and make sure that they use our solution across the combined bank. And I do think that our solution is very differentiated. And so we feel very good about the ability to go and win that combined bank. Now at the higher end, then you get like two midsized banks who become a bigger bank, that’s just an opportunity for us.

Because a lot of times, they may not be in the same — have the same regulatory obligations. And then suddenly, they do. They have new regulatory applications that obviously gives us an opportunity to come in with our regulatory reporting capabilities, more sophisticated risk management, including treasury risk management and capital risk management. And so we do have — we see that as a sales opportunity. I think at the largest end of the spectrum, that those will still be very unusual and not that frequent, and we’ll manage those as we see them. But I think it’s really that the general view is going to be small to mid and mid to large, and we see those as net opportunities. In terms of paralysis though, we are — first of all, as we know, sales cycles are always kind of long in this space because of its banks.

But I would say, that we are seeing a very healthy dialogue. We have a lot of opportunities around the world. And even if one or two sales get slowed down, we still have a lot of other opportunities to pursue. So we are not concerned so much about that, Alex.

Operator: Thank you. And I show a last question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.

Brian Bedell: Oh, great. Thanks good morning. Thanks for squeezing me in. Just wanted to go back to Slide eight, the sales metrics within Fintech. They look very strong in the fourth quarter versus the 2024 trend — quarterly trends and also versus the third quarter. Just trying to get a sense of to what extent that might be seasonal or you actually do see improving momentum in ’25 on those metrics? And then what — could that portend even a stronger ARR growth rate into ’26?

Adena Friedman : Yes. So Q4 is always our seasonal high sales quarter. And so that is a consistent thing, both in Anti Financial Crime as well as in Calypso and AxiomSL. I would say, that Q4 is always going to be the biggest quarter. But we are also seeing strong trends. So the engagement with clients is excellent and obviously carries us into 2025. But I would say you should expect that Q4 will always be the high quarter.

Brian Bedell: Okay, thank you.

Operator: Thank you. This concludes our Q&A session. At this time, I’d like to turn the call back over to Adena Friedman, President and CEO, for closing remarks.

Adena Friedman : All right. Well, thank you. As you heard this morning, Nasdaq continues to make progress on our strategic priorities. And through our complementary and integrated solutions, Nasdaq is delivering consistent growth and accelerating our evolution as a trusted technology partner to the financial ecosystem. We look forward to keeping you updated on our strategic progress, and thank you for joining, and have a great day. Thank you.

Operator: Thank you. This concludes today’s conference call. Thank you for participating. You may now disconnect. Good day.