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Date

Thursday, April 23, 2026 at 8 a.m. ET

Call participants

  • President and Chief Executive Officer — Adena T. Friedman
  • Chief Financial Officer — Sarah M. Youngwood

Takeaways

  • Net Revenue -- $1.4 billion, up 13% year over year, driven by product innovations and higher volumes in Market Services.
  • Annualized Recurring Revenue (ARR) -- $3.2 billion, rising 12% year over year.
  • Operating Income -- $799 million, an increase of 17% over the prior year.
  • Diluted EPS -- $0.96, up 21% year over year.
  • Operating Expense -- $608 million, up 8% year over year, attributed to investments in people, technology, and compensation.
  • Operating Margin -- 57%, up 2 percentage points; EBITDA Margin -- 60%, also up 2 percentage points compared to prior year.
  • Solutions Revenue -- $1.1 billion, an increase of 14% year over year, with 18% growth in Financial Technology revenue.
  • Capital Access Platforms Revenue -- $565 million, increasing 10%; ARR in this segment up 7%.
  • Financial Technology Revenue -- $517 million, growing 18%; ARR up 16%; division signed 64 new clients, 85 upsells, and 1 cross-sell.
  • Market Services Net Revenue -- $317 million, up 10% from the prior year, with record volumes in U.S. options and equities.
  • Free Cash Flow -- $629 million in the quarter, with a 12% conversion ratio due to tax payment timing; $2.1 billion over the last 12 months at a normalized conversion of 108%.
  • Dividend -- $0.27 per share paid, totaling $153 million in the quarter; Board approved an increase to $0.31 per share starting June.
  • Share Repurchases -- $548 million repurchased in the quarter, exceeding all of 2025 repurchases.
  • IPO Proceeds (U.S. Listings) -- 15 new operating companies listed, raising over $5 billion; 7 of the top 10 IPOs listed during the quarter.
  • Index Net Inflows/AUM -- $79 billion in net inflows over 12 months, $6 billion in the quarter; ETP AUM ended at $836 billion, with average AUM up 32% to $877 billion.
  • Cloud-Based Solutions (FinTech) -- 80% of ACV bookings were cloud-based.
  • Nasdaq Verafin -- 21% revenue growth in financial crime management technology, surpassing 2,800 clients and $12 trillion in client assets.
  • Regulatory Technologies Revenue Growth -- 12% increase and ARR up 13% amid new client wins and high cloud adoption in AxiomSL.
  • New Product Launches (Indexes) -- 31 products launched, including 12 international and 11 institutional annuity products.
  • International Index Expansion -- Non-U.S. clients now account for 19% of total ETP AUM.
  • Capital Markets Technology Revenue -- Grew 20%, ARR up 18%, reflecting broad-based demand and termination fee contributions (4 percentage points of growth).
  • ACV Bookings (FinTech) -- More than 50% year-over-year growth, driven by land-and-expand execution.
  • NASDAQ-100 Distribution -- New ETF partners BlackRock and State Street to expand investor access on consistent pricing terms as QQQ; 46% of recent index inflows come from products launched in last five years.
  • Market Structure Developments -- SEC approval for 23/5 trading launch planned for December 6, 2026; plans for tokenized securities trading with DTCC and FCC approval.
  • AI Adoption -- "Agentic-AI workforce" deployed by more than 500 clients, up 40% since Investor Day; strong demand for AI features in anti-financial crime and regulatory platforms.
  • Expenses Guidance -- Full-year non-GAAP expense guidance raised to $2.485 billion–$2.545 billion following strong revenue, with higher Q2 growth rate projected due to compensation cycle timing.

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Risks

  • Revenue Headwinds in Index Segment -- Sarah Youngwood cited "So what we've experienced is a mix shift in futures. The volume in futures was actually good.
  • Volume-Based Revenue Decline -- "Annual rent based growth was partially offset by a decline in volume-based revenue versus the prior year period, due to higher retail volumes and a year-over-year decline in capture.
  • Muted Corporate Solutions Environment -- Management reported, "the corporate buying environment remains muted, driven by lower IPO activity compared to historical levels."

Summary

Nasdaq (NDAQ +0.78%) delivered double-digit growth across key financial metrics, underpinned by record-setting results in Financial Technology and Market Services, with management confirming increased guidance for full-year non-GAAP expenses. The company reported expanded global adoption of its data and index platforms, signing BlackRock and State Street as new ETF distribution partners under pricing terms consistent with QQQ, and continued momentum in enterprise AI implementation and cloud-driven ACV bookings. Strategic milestones included regulatory approvals for 23/5 trading launching December 6, 2026, and partnership progress on tokenized security infrastructure with DTCC, while company cash returns to shareholders substantially accelerated during the quarter.

  • Nasdaq Verafin's client base exceeded 2,800, representing $12 trillion in assets, as the division prepares to launch a generative AI solution for drug trafficking analytics.
  • Record derivative volumes, up 9%, helped partly offset headwinds from contract mix shifts in the index business.
  • Global expansion remains on track, with international clients now comprising 19% of ETP AUM and strong revenue growth noted in Asia and the Middle East.
  • Annualized recurring revenue increased fastest in Financial Technology (16%) and Market Services (10%), led by cloud and AI product adoption.

Industry glossary

  • Agentic-AI Workforce: A platform-specific term for Nasdaq's AI-enabled internal and client-facing automation suite, covering workflow optimization, surveillance, and anti-financial crime operations.
  • ETP AUM: Assets under management for exchange-traded products referencing Nasdaq indexes.
  • ACV Bookings: Annual contract value of new, upsold, or renewed agreements within a period, used to evaluate sales momentum in recurring-revenue businesses.
  • 23/5 Trading: Approved market structure extension that allows equity trading on Nasdaq for 23 hours per day, 5 days per week.
  • Calypso: Nasdaq’s cloud-based technology platform for collateral, derivatives, risk, and capital markets workflow management.
  • AxiomSL: Nasdaq's regulatory reporting and capital management software focused on cloud and AI-driven solutions for global banks and brokers.
  • Nasdaq Verafin: Nasdaq's SaaS-based financial crime management platform integrating AI for AML, fraud detection, and compliance.

Full Conference Call Transcript

Adena Friedman: Thank you, Ato, and good morning, everyone. Today, I'll start with a review of our first quarter financial results, and we'll then review the operating performance across our divisions. I will then hand the call over to Sarah to walk through the financial results in more detail. Nasdaq entered 2026 with strong momentum, and our first quarter performance reflects one of the strongest starts to a year in our company's history. We delivered the highest Q1 organic growth since 2021 across net revenue solutions revenue and operating income as well as our highest ever quarterly revenue growth in the Financial Technology division.

The results this quarter demonstrate the breadth and depth of the client engagement we are experiencing across our platform, which is resulting in meaningful growth. As we outlined at Investor Day, the power of our platform enables us to serve as a trusted transformation partner to our clients, underpinned by our embedded client community, deeply integrated solutions, gold standard data and engineering excellence. This is a dynamic moment for the world and for markets, underpinned by an accelerated pace of technological change, persistent geopolitical tensions and concerns about the stability of the private credit market as well as overall complexity across the global economy.

In the U.S., softer labor conditions and inflation pressures are offset by resilient spending from higher income households and continued capital deployment in AI. Investment in AI continues to be a meaningful driver of economic activity, especially in the United States through large-scale data center and infrastructure build-out. Within this overall environment, macroeconomic growth remains balanced and constructive in the U.S. and across other major economies. Smart regulation is also starting to take shape across the capital markets and banking industry. And as a result, clients are moving forward with investments in the modernization of their core infrastructure. Within the banking sector, we're experiencing increasing demand for cloud-based mission-critical solutions that include AI features to support workflow automation.

Within Capital Markets, we're experiencing demand for solutions and services related to the transition to always on markets and the tokenization of assets. As the industry addresses these trends, Nasdaq is well positioned to reinforce its role as the trusted fabric of the global financial system. Turning to our financial results. In the first quarter, we delivered $1.4 billion in net revenue, a 13% year-over-year increase. Our overall annualized recurring revenue, or ARR, grew 12% year-over-year to $3.2 billion. Expenses were $608 million, up 8% year-over-year. Operating income was $799 million, up 17%, and we delivered 21% diluted EPS growth. Within our divisions, Capital access platforms generated 10% revenue growth and 7% ARR growth.

Financial Technology delivered 18% revenue growth and 16% ARR growth. And Market Services delivered 10% net revenue growth. As we move into divisional performance, I'll cover how our results reflect disciplined execution against our expand, evolve and transform growth framework from delivering on 1 Nasdaq across our core franchises to evolving our solutions with new innovations to transforming the business in key strategic areas. Starting with capital access platforms, where I'll first discuss data and listings. In our U.S. listings franchise, we welcomed 15 new operating companies raising over $5 billion in proceeds during the quarter, including 7 of the top 10 IPOs.

Early in the second quarter, we were pleased to welcome Arxis and Kailera Therapeutics, 2 of the biggest IPOs in Q2 so far. While the IPO environment has been uneven amid market volatility, issuer engagement remains strong. Companies in our pipeline continue to prepare for market entry. We see encouraging environment -- we are seeing an encouraging environment for improving IPO activity entering the second quarter, and we believe that we are well positioned to support that activity as momentum builds. In our data business, we continue to deliver strong revenue growth, highlighted by 32% year-over-year growth of enterprise license agreements and continued momentum in Asia and the Middle East.

Looking ahead, we see continued progress towards always-on markets, creating meaningful operations for our data business, enabling trading activity in regions where demand for Nasdaq's proprietary market data is already rising. Our index franchise delivered $79 billion in net inflows over the last 12 months, including $6 billion in the quarter, exiting the quarter with ETP AUM of $836 billion. Our average AUM this quarter increased 32% year-over-year to reach a record of $877 million. Net inflows were modestly positive, impacted by sector rotation and a risk-off environment tied to market uncertainty in March. We view this impact as short-term tactical behavior and not representative of structural trends.

Although we don't view early quarter flows as predictive, we are encouraged by the momentum we've seen to date in the second quarter with $15 billion of net ETP inflows as of April 20. Our index performance has been underpinned by our success in product innovation. 46% of inflows were driven by product launches over the last 5 years and 25% were driven by launches over the last 3 years. Institutional adoption of our index products grew among annuity providers contributing to a 30% increase in insurance-related revenues. International expansion was driven by strong demand from EMEA and APAC this quarter. This contributed to 19% of total ETP AUM coming from non-U.S. clients.

We launched 31 new products in the quarter, including 12 international products and 11 in the institutional annuity space. We also launched the Nasdaq Private Capital indexes, a way for investors to benchmark private market investment allocations, an asset class that has historically lacked transparency. We were also pleased to announce that we will expand access to the Nasdaq-100 later in the spring with 2 new carefully selected partners, BlackRock and State Street, while continuing to work closely with our long-standing partner, Invesco. The pricing terms related to the index license for these upcoming new U.S.-listed ETFs will be consistent with the QQQ pricing terms.

We are excited to continue to grow and expand distribution of our flagship index to new investors across the U.S. and globally with all of our high-quality partners. For example, with Invesco, we continue to create new marquee products to address investors' evolving needs. Recently, we expanded the Invesco QQQ innovation suite with the launch of the Invesco QQQ Equal Weight ETFs. Additionally, with the expanded partnerships with BlackRock and State Street, we look forward to working with them to make the Nasdaq 100 more accessible to their investor universe and to help drive additional institutional adoption. Turning to workflow and insights. Revenue grew 6%, driven by continued strength in analytics.

Analytics delivered solid revenue growth, underpinned by eVestment's strong performance, which benefits from powerful network effects and sustained demand in volatile markets. With an investment, we continue to expand the reach of our data assets to meet the evolving needs of our clients and to enhance the value that we bring to asset owners and asset managers, including in private markets. This quarter, we integrated our data with Databricks to broaden entitled access to eVestment's comprehensive institutional investor data. Across analytics, we're leveraging our gold standard data assets to support our clients' AI strategy.

The investment AI-ready data has been adopted by global asset managers, GPs and institutional investors representing over $9 trillion in assets under management. and helped drive a 29% year-over-year increase in Q1 bookings. In Corporate Solutions, AI adoption is strong with 74% of IR Insight users and 51% of Boardvantage users leveraging our AI solutions. Overall, the corporate buying environment remains muted, driven by lower IPO activity compared to historical levels. Turning to Financial Technology. We delivered record revenue growth of 18%, driven by sustained global demand for our mission-critical technologies. We continue to deliver on our One Nasdaq strategy with strong bookings performance for Q1 signing 64 new clients, 1 cross-sell and 85 upsells during the quarter.

The division sustained compelling land and expand momentum, driving more than 50% year-over-year growth in ACV bookings. while supporting clients transition to cloud. Cloud-based solutions accounted for 80% of ACV bookings in the quarter. I would like to call out a key expansion this year of an existing AxiomSL and Calypso Tier 1 bank client that brings our cloud, AI and on Nasdaq strategy to life. In Q1, we completed a significant renewal and expansion of AxiomSL driven by our ability to deliver cloud and AI-enabled regulatory solutions. Early in the second quarter, we expanded the relationship further with a cross-sell for Nasdaq Verafin, our cloud-based AI native financial crime management solution.

The expansion of this relationship illustrates the power of our platform as we deliver innovative technology to address our clients' top regulatory and risk management needs. Turning now to a review of the subdivisions, starting with financial crime management technology. Nasdaq Verafin delivered another strong quarter with 21% revenue growth across a growing client base of more than 2,800 clients representing nearly $12 trillion in collective assets. During the quarter, we signed 58 new SMB clients, driving a 24% year-over-year increase in ACV bookings from that client segment.

In enterprise, we signed 2 renewals and 1 expansion with existing clients and early in the second quarter, we added further momentum with an enterprise upsell and a new Tier 1 client cross-sell that I mentioned a moment ago. Nasdaq Verafin is evolving its platform through strategic partnerships, including our recently announced partnership with FIS. This agreement expands our ability to deliver leading AML and fraud solutions to FIS' banking and payments clients. We continue to lead through advanced AI-driven innovation. Our Agentic-AI workforce is now deployed by more than 500 clients, up 40% since Investor Day.

Later this quarter, we will launch our new drug trafficking analytic, which embeds generative AI directly into our models and synthesizes open-source intelligence, social media, and third-party research to help clients more effectively detect potential drug trafficking activity. Regulatory technology delivered sustained momentum supported by new capabilities introduced across our product suite as well as structural trends impacting the industry. These trends include the transition to always-on markets, sustained investment in infrastructure modernization and improving clarity of the regulatory environment. Specific to AxiomSL, this momentum is translating into meaningful client expansion and new wins across regions as global institutions deepen their use of our regulatory reporting and capital management solutions.

For instance, a large international bank significantly expanded its U.S. footprint with us, extending the use of our platform to support CCAR reporting. Another large bank expanded into cloud-based broker-dealer capital management and regulatory reporting, underscoring growing confidence in our cloud-enabled regulatory infrastructure. We also secured a new client in Europe for consolidated reporting across capital, liquidity and financial regulatory requirements, highlighting continued momentum across the continent. We are realizing the benefits from investments we've made in our cloud capabilities as approximately 90% of AxiomSL ACV bookings in Q1 have been for cloud-based solutions. We're also experiencing strong interest in our AI solutions within AxiomSL, including Reg-Copilot, REG Simplify, RegNavigator and REG Investigator, the products we detailed during Investor Day.

In surveillance, we delivered strong growth this quarter, supported by upsells and renewals, including a renewal of a global Tier 1 bank. We are experiencing interest in our crypto surveillance services, both with new clients and upsell opportunities. We are also continuing to invest in our core product to sustain strong client engagement and demand. For example, we recently introduced our calibration copilot, an AI-powered tool that's enabling clients to optimize workflows, reduce false positives and increase accuracy of detection. In the second quarter, we will release our Gen AI platform extension, which connects news and market events to trade data.

In beta, this capability has proven to be an effective solution for clients to uncover risks faster and more effectively. Capital Markets Technology delivered an excellent quarter with strong demand driven by broad-based growth across the sub division. In trade management services, we had outstanding results, driven by robust demand and pricing increases that Sarah will address in her remarks. In Market Technology, we continue to experience momentum in our managed trading services business with a new cloud-hosted trading client for tokenized assets in addition to an expansion of services with several of our large clients.

We also continued progress on the rollout of our Eclipse product suite with 2 significant client implementations for trading and clearing completed in the first quarter. This progress demonstrates the strength and readiness of our modern cloud-enabled platform. Calypso, we delivered 4 new sales, including on cross-sell. One of these wins was a new cloud-based booking for an enterprise-wide derivatives platform with a large U.S. insurance company, supporting the company's broader technology transformation efforts. Now turning to Market Services. The division delivered 10% organic net revenue growth driven by record volumes in our U.S. markets in both U.S. equity options and U.S. equities as well as elevated volumes in our European markets.

We're experiencing strong industry-wide momentum and short-dated options and our market share and volumes align with our established leadership and equity options. We also continue to expand our opportunity within index options with revenue more than doubling year-over-year. Looking ahead, we're excited to be leading the transition to always-on markets. With SEC approval to extend our market operations to 23-5, we are focused on expanding access, resiliency and continuity for global market participants with the projected launch of December 6, 2026. We are excited to set a new standard for how regulated markets operate in an increasingly global and digital economy.

In parallel, the FCC's approval of our proposal to enable the trading of tokenized securities allows us to enhance how investors access markets and how issuers connect with shareholders. We will continue to collaborate with DTCC and the industry to build the infrastructure needed to launch tokenized equities. Building on this foundation, we're advancing the Nasdaq equity token design that takes modernization a step further by putting issuers at the center of ownership rights. This approach will give issuers greater control over how their shares are represented and managed in tokenized form. As stated in our initial announcement, we expect to provide early benefits of the Nasdaq Token design in the first half of 2027.

Looking ahead, the broader forces shaping the global financial system, including rising complexity, investment in AI and the need for resilient trusted infrastructure continued to reinforce the role that Nasdaq plays at the center of the financial ecosystem. Supported by the scale of our platform and disciplined execution across our priorities, we remain confident in our ability to create durable value for clients as well as long-term value for our shareholders. And with that, I'll turn the call over to Sarah to walk through our financial results in more detail.

Sarah Youngwood: Thank you, Adena, and good morning, everyone. In the first quarter of 2026, Nasdaq delivered exceptional results. headlined by solutions revenue growth of 14%, record financial technology revenue growth of 18% and diluted EPS growth of 21%. The strong performance in the quarter demonstrates the engine of profitable and durable growth we have created and the outstanding execution of our teams, particularly in the context of the volatile macro environment throughout the quarter. Let's start with quarterly results on Slide 11. We reported net revenue of $1.4 billion, up 13% with solutions revenue of $1.1 billion, up 14%.

Operating expense was $608 million, up 8%, leading to an operating margin of 57% and an EBITDA margin of 60%, both up 2 percentage points. This resulted in net income of $549 million and diluted EPS of $0.96, up 21%. Slide 12 shows the drivers of our 13% net revenue growth for the quarter. We generated 10 percentage points of offer, driven by new and existing clients and product innovation. Meanwhile, beta factors contributed 3 percentage points of growth this quarter, driven by higher overall volumes in market services, onetime items in FinTech, representing just under 1 percentage point of beta and higher volumes in index derivatives. Let's review division results starting on Slide 14.

In capital access platforms, we delivered revenue of $565 million, up 10% with ARR growth of 7%. Data and listings revenue was up 9% in the quarter with ARR up 8%. Data revenue growth was strong and driven primarily by upsells and pricing. Listings revenue benefited from the improving IPO environment, pricing increases and a $2 million onetime benefit from prior period application fees partially offset by delisting and lower amortization of prior period initial listing fees, in line with our previous comments. Index revenue was up 14% in the quarter, with ARR up 6%, driven by record average ETP AUM of $877 billion.

The quarter's performance reflects Index's ability to deliver inputs in a volatile macro environment, including the Nasdaq-100 declining 6% in market performance in the first quarter. ETP AUM reflected $79 billion in net inflows over the last 12 months, including $6 billion in the first quarter. As Adena said, we are encouraged by the momentum of ETP inflows we are experiencing earlier in the second quarter with $15 billion of net inflows as of April 20.

Annual rent based growth was partially offset by a decline in volume-based revenue versus the prior year period, driven by continued mix shift in derivative volumes from higher-priced muni contracts to lower-priced micro and mini contracts due to higher retail volumes and a year-over-year decline in capture. Those factors were partially offset by record derivative volumes, up 9% in the quarter. In Workflow and Insights, revenue was up 6% in the quarter with ARR growth also at 6%. The revenue increase was driven primarily by analytics, mainly investment and Datalink, with both businesses benefiting from strong sales momentum, client engagement to the platform's AI capabilities and demand for data to power AI.

Corporate Solutions revenue was essentially flat, driven by the trends we have previously described. Quarterly operating margin for the division was 62%, up 2 percentage points versus the prior year period. Moving to Financial Technology on Slide 15. The quarter reflected record revenue and ARR growth. Revenue was $517 million, up 18%, with ARR growth of 16%. Our business continues to experience strong demand across all fintech subdivisions and high levels of client engagement. We had very strong ACV bookings growth of more than 50% in the quarter versus the prior year period, setting a new first quarter bookings record as we executed on our land and expand strategy.

80% of those ACV bookings were cloud-based deals, reflecting our position as the trusted transformation partner to drive modernization for our clients. The division signed new clients, 85 upsells and 1 cross-sell in the quarter with another cross-sell signed early in the second quarter. Gross sales continue to represent over 15% of the Financial Technology division pipeline with strength across all 3 subdivisions. Financial client management technology revenue grew 21% in the quarter. with AR growth of 17% and net revenue retention of 110%. We signed 58 new SMB clients in the first quarter compared to 35% in the prior year period with a 24% year-over-year increase in ACV bookings from SMBs.

In enterprise, we signed 1 expansion and 2 renewal deals during the quarter as well as 1 new Tier 1 cross-sell and on upsell early in the second quarter. As we discussed last quarter, the sequential revenue improvement in the fourth quarter was primarily driven by professional services fees related to SMB and enterprise client implementations. And as such, we did not expect to maintain those levels over the first half of 2026 based on the implementation timing for deals signed in the second half of 2025. Regulatory Technologies delivered revenue growth of 12% and ARR growth of 13%.

Revenue growth in the quarter reflects strong performance in surveillance and solid growth in AkzoMasel, driven by our successful sales execution as well as sequentially improved professional services revenue, consistent with our previous comments. Capital Markets Technology revenue grew 20% with AR growth of 18%. This quarter's exceptional performance reflects ongoing momentum and broad-based demand across Calypso, Market Technology and trade management services. Specifically, we had strong demand for data center services in trade management services.

A large increase in upfront revenue recognition versus a year ago related to on-prem Calypso deals signed and renewed in the quarter and 2 onetime items which were termination fees related to M&A in Market Tech operators, representing 4 percentage points of capital market tech revenue growth in the quarter. Financial Technology quarterly operating margin was 47%, up nearly 3 percentage points versus the prior year period. Turning to Market Services on Slide 16. We had record net revenue of $317 million, up 10%. Growth was primarily driven by record market volumes in U.S. equities and U.S. options volumes increasing in European equities and strong volumes in Canadian equities due primarily to market volatility in commodities.

We also continued to deliver alpha as reflected in strong revenue growth in index options elevated market share in U.S. equities and U.S. options, strong initial adoption of newly launched short-stated options products and elevated capture in European derivatives. This was partially offset by lower capture in U.S. equities and U.S. options driven by the strong volumes we mentioned in the quarter coming with a mix shift towards lower revenue capture order flow. We continue to manage effectively the balance between capture and market share while maintaining our strong lead in U.S. equities capture and in U.S. options market share. Quarterly operating margin for the division was 63%, up 2 percentage points versus the prior year period.

Moving to expense on Slide 17. We had operating expense of $608 million in the first quarter, an increase of 8%, driven by investments in people and technology to support revenue and drive innovation and higher compensation costs related to delivering strong revenue performance. The first quarter operating margin was 57%, and the EBITDA margin was 60%, both up 2 percentage points versus the prior year period. We are updating our non-GAAP expense guidance for the year to a range of $2.485 billion to $2.545 billion from $2.455 billion to $2.535 billion. given the strong revenue performance we have experienced year-to-date. Our updated guidance assumes an FX impact consistent with our previous expectations.

Looking ahead, we expect a higher expense growth rate in the second quarter than the first quarter, driven in part by the timing of our annual compensation cycle consistent with the prior year. We maintain our 2026 non-GAAP tax rate guidance of 22.5% to 24.5%. Turning to capital allocation on Slide 18. Nasdaq generated free cash flow of $629 million in the first quarter and $2.1 billion in free cash flow over the last 12 months at a conversion ratio of 12%. Without the impact of the timing of tax payments, the conversion ratio would have been 108%. We paid a dividend of $0.27 per share or $153 million in the quarter representing a 29% annualized payout ratio.

As a reminder, we announced at Investor Day that our Board has approved an increase in our dividend by $0.04 per share to $0.31 per share going forward, which will be reflected in the June payment. We ended the quarter with a gross leverage ratio of 2.8x within the mid- to high to target we established at Investor Day. We took advantage of market volatility and accelerated our share repurchases. In the first quarter, we repurchased $548 million as compared to a total of $616 million of repurchases in all of 2025. In combination with the dividend, Nasdaq returned over $700 million to shareholders in the first quarter.

In closing, Nasdaq delivered excellent results in a dynamic operating environment. reinforcing our track record of delivering profitable and durable growth across macro cycles. As we highlighted at our Investor Day in February, we are the trusted transformation partner to our clients as they navigate structural shifts in the financial markets and accelerate their AI journey. The exceptional solutions revenue growth and record financial technology performance we delivered in the first quarter are important proof points of the Nasdaq story. They give us the confidence that we are achieving our ambitious strategic objectives and generating long-term value for our investors. With that, I'll open the call for Q&A.

Operator: [Operator Instructions] And I show our first question comes from the line of Bill Katz from TD Cowen.

William Katz: So at the Investor Day, I thought you guys did a great job of just sort of debunking some of the concerns around Agentic AI and it seems like there's some really good stats here this morning as well to that score. So maybe a 2-part question. Number one, can you maybe step back and help us frame out the Agentic AI capabilities for the Nasdaq platform itself? And then secondly, can you unpack some of the growth that you saw in the first quarter from clients just in terms of where you see the greatest uptake around Agentic-AI adoption?

Adena Friedman: Bill, and when you say -- just so I can understand, when you say the Nasdaq platform itself, are you -- what do you mean? What are you referring to?

William Katz: So your core business, like your expense structure, innovation, that kind of efficiencies, et cetera.

Adena Friedman: I just wanted to make sure. Okay, great. I just wanted to make sure we were on the same page. So thank you for the comments and the question. So as we mentioned at Investor Day, we do have an internal program to drive AI adoption within the operations of Nasdaq, and we say that's AI on the business.

And we are focused in some key areas, and we have a program in place where we are striving to achieve $100 million of expense efficiencies by the end of 2027 and we also did mention that the majority of that will show up in 2027 because we also are making investments in AI to make sure that we can achieve those efficiencies.

And so as we are focused -- where we're focused is certainly on making sure we're automating key elements of the product development life cycle, making sure we're creating new automations and capabilities for our clients in the client success area in terms of client service, implementations and managing our client interactions as they're working with our systems and our products. And then also, we have other areas across our expert teams, too. We have automation and finance, in marketing, legal, HR, all of those areas have benefits that are coming in from the Gen AI capabilities that we see across the business. It's an exciting time.

I have to tell you to understand and tap into the technology and the benefits it can provide. If I were to highlight on product development, I think the most exciting part of that is our ability to speed up the ability to deliver new capabilities to clients. to use automation to really make sure that the code that we're delivering is really clean. It's fit for purpose. It's really and you can be more creative as a product team, if you know you can deliver things faster. So it's pretty exciting in terms of how we're thinking about the product road maps as well. So hopefully, that answers your question on that.

In terms of the areas where our clients are seeing the most benefit from our AI capabilities, anti-fincrime is a key area because we have so many ways to automate workflows associated with financial crime management in terms of there's a lot of manual work that goes into investigating potential actors to managing on the regulatory reports. And that -- all of that, we have automation tools around. We're now bringing some of those automation tools into the surveillance area and into the AxiomSL regulatory reporting areas. So we're also kind of building once deploying many in terms of the skills that we're learning from these deployments.

And then as we mentioned, AxiomSL, we have some clients that are signing up and going to our cloud-based solutions because we are only offering our AI capabilities through the cloud-based solutions, and they really like the automation that we can bring in from a regulatory reporting perspective. And then in CAP, we have AI deeply embedded in our Boardvantage tool to summarize Board documents and board and also Board agendas to make it so you can auto build board agenda in addition to an IR. So it's kind of everywhere.

Some of the products we purposely charge for and some of the products are embedded in the products so that we work with our clients on thinking about the value that they're getting upon renewal.

Operator: And I share your next question comes from the line of Alexander Blostein from Goldman Sachs.

Alexander Blostein: I was hoping we can double-click on trends you're seeing in fintech, in particular, in Capital Market stack. Sarah, you highlighted to a couple of drivers this quarter. But given the really strong momentum in ARR even sequentially, I was hoping you can give us a little more detail on where you're seeing the incremental uptake, particularly within cap markets as well as your view for the rest of the year within that segment.

Adena Friedman: Great. Thank you. So there -- as we mentioned, there's actually good momentum across all 3 elements of the Capital Markets Tech business. We start with trade management services where we offer connectivity services to our clients who trade within the Nasdaq exchanges. There, we're definitely seeing more and more interest in having -- bringing in more connectivity capabilities to make sure that they can manage the volumes in the markets, but also to drive new strategies that they want to execute within our markets. And so that has been -- and also, as a reminder, we did expand our data center last year. So I think that -- 2 years ago, sorry.

So we have more opportunity to offer capabilities to our clients now with the larger data center footprint that we have. But it does -- and we're working on some new innovations within the data center, too, in terms of making some investments in like cooling and other things to really continue to allow our clients to drive new strategies in the markets. So that's exciting. And as Sarah mentioned, and I think I did too, that we did have a pricing increase as well in that business this year. With regard to Calypso, the key areas that we're really seeing -- we're seeing a lot of demand across the world for 1 thing.

The second thing is collateral management, as you know, is one of our strongest modules within Calypso and we definitely are seeing really strong momentum in collateral management demand from our clients. And then I think that within -- and also international, it's really -- we have a lot of demand actually both, I think, domestically and internationally in Calypso. So in market technology, we definitely see a lot of trading opportunities with new asset classes, new areas of new markets that are coming up. In addition to modernizing our core clientele, we have had really good success and bringing our clients into the next-generation trading and clearing solutions.

And then also, we launched an intelligence suite, which we kind of allow our clients, we have it internally. But basically, a modern way for them to manage all their data within their infrastructure. And that's been a really great, I would say, add-on sale to our clients as they're thinking about how they leverage AI they're leveraging us to kind of help them modernize their data management infrastructure. So those are the areas of demand, Alex, that we're really focused on, and it is driving good momentum. We don't give outlook kind of specifically we give long-term or medium- to long-term outlook.

But we are definitely seeing really good demand and momentum across all 3 areas of fintech and Capital Markets day.

Operator: And our next question comes from the line of Dan Fannon from Jefferies.

Daniel Fannon: I wanted to expand upon your comments on the strength in data. I think you've mentioned 24/5 and some of the growth internationally from clients. So I was hoping you could just expand a bit upon that and how you see that progressing as we think about the year.

Adena Friedman: Sure. Well, it's been interesting over the last really 5 to 6 years, we've seen a broad-based increase in demand internationally for Nasdaq's market data. And I think part of it is the fact that there's just more demand for the companies that are listed on Nasdaq and U.S. equities in general from global investors. The second thing is that retail investors have really kind of grown and expanded around the world, and there's just more accessibility to the U.S. markets by retail investors. And so retail brokerage platforms around the world want to be able to provide real-time access to the market data from our markets.

And so all of that has been driving kind of a longer-term trend of global expansion of data. We have though seen some acceleration of that in the last, I would say, a year, so it's not just in this quarter but over the last year, as 23/5 trading in U.S. equities is both there is some trading that already occurs in the dark today. But as these firms are getting ready for 23/5 trading with lit markets like ours and central transparency, I think they're getting themselves ready to be able to offer those capabilities so they can trade in domestic hours and that is definitely driving more demand for enterprise license deals with our clients around the world.

Operator: And I share your next question in the queue comes from the line of Ben Budish from Barclays.

Benjamin Budish: I wanted to ask about index revenues in the quarter they were down a bit sequentially when your volumes are quite good. Average AUM was up. I know there's a dynamic with the CME fee sort of resetting at the beginning of the year, but it looks like the volumes are quite strong. So I'm curious if there's anything else going on in the quarter, if there's any color on the timing of that fee reset and what that means for Q2.

Sarah Youngwood: So what we've experienced is a mix shift in futures. And I talked about that as the retail is driving more micro volumes and that at a lower capture than the mini. So that was the main driver. The volume in futures was actually good. And then there is a second, but let's say, smaller driver, which is in a little bit of a continued mix shift, and that's the story we've been telling in the ETP AUM as we go towards a bit more institutional.

Adena Friedman: And on the reset, I think that definitely, we achieved -- you're right that the fees -- the kind of sharing agreement resets of the year-over-year -- and we saw that we kind of had -- we've now gone to the higher tier as of the end of Q1. So that will come in -- start to come in at a higher level in Q2.

Operator: And I share our next question in the queue comes from the line of Owen Lau from Clear Street.

Owen Lau: So far your tokenization strategy, could you please give us an updated time line on your tokenized trading capabilities? I know you have 23/5 trading going on, but what are the remaining hurdles you need to cross before you can execute the first 3?

Adena Friedman: Sure. Well, we are very active in working with DTCC and with the industry can make sure that we're doing this in lockstep and we're doing it in an organized way. I think that DCCC has significant efforts underway, and they have at least expressed an interest in trying to get to that first trade that you mentioned before the end of the year.

So that's, I think, the goal that they have and they're working collaboratively with us as well as with industry players to goes through the whole process, make sure that they're advancing their systems, doing some -- they're going to want to do test trades as they get further into the year and that allows us to be able to get to that, as you said, kind of first trade. I would say though, it's likely that this will still be an early -- kind of an early phase by the end of the year to make sure that we're -- the end-to-end is working seamlessly.

So it's going to be a little while, Owen, but it's -- I mean, we're doing a lot of work together and it's going well so far.

Operator: I show our next question comes from the line of Brian Bedell from Deutsche Bank.

Brian Bedell: Maybe just Adena, you talked about the impact of always on markets, helping data, but can you also talk about the potential impact across your fintech platform as the clients increasingly need to respond to always on, particularly in the Calypso and Capital Markets business. I know we talked about in the past the initial guidance from the Adenza businesses didn't contemplate crypto as much and that's already been a help. To what extent do you see this always on dynamic advancing growth in these businesses?

Adena Friedman: Yes. So I think that the areas that we're seeing -- we're having a lot of conversations with clients, and in some cases, already clients are signing up for expanded services I would say the first one is surveillance. So even without the established markets being there, they do want to be able to surveil activity, trading activity, if they are, in fact, offering it to clients during the during the international hours that exist today. So that's already driving demand in terms of surveillance clients. also our trading.

So our clients around the world who are other markets who are looking at how do they want to expand their trading hours and really kind of continue to modernize our infrastructure around trading that is driving more demand for our Eclipse trading platform because it is built to be able to support 24/7. And then the third thing is in Calypso, as you mentioned, collateral management, risk management, capital management, just core trade infrastructure. While Calypso generally supports OTC instruments, there is just a move and desire to make sure that they are able to support collateral management across all their markets and they are connected into both clearing firms and clearing houses.

And certainly, the U.S. markets move there. I think that, that's something that they're definitely seeing more demand for collateral management. And then trade management services within Capital Markets Tech also as firms are thinking about how are they going to be support 23/5 markets themselves, and they want to come in and have more colocation capabilities that's also driving some demand. So those are areas that we are having active dialogue with clients as we prepare for 23/5.

Operator: And our next question comes from the line of Michael Cho from JPMorgan.

Y. Cho: I just wanted to touch on the index business again. I think one of the benefits you cited in terms of licensing it to BlackRock and State Street is on access to new investors. And so I was wondering what kind of incremental investor segments do you think BlackRock and State Street might provide for Nasdaq? And then just longer term, how are you thinking about the potential for AUM and product expansion from the index licensing versus any licensing fee changes that might M&A in the coming years. I'm just looking at the evolution of other flagship index providers who have been more susceptible to that than Nasdaq in the past.

Adena Friedman: Sure. So well, just to touch on the pricing point, just to make sure we're clear, with the new relationships that we have with BlackRock and State Street, the index pricing licensing terms are the same as for QQQ. So that's not changing our pricing paradigm. What we're really focused on with BlackRock and State Street is they have their own unique investor universe. So they have incredible distribution out into the institutional ecosystem as well as broad-based retail investor base. And they complement Invesco, who has been and continues to be an amazing partner to us. So we're at this point where the Nasdaq-100 is really becoming a core component of an investment strategy. among asset owners, insurance companies.

And we want to make sure that we can distribute it out through the channels that they usually use right? So they're not having to -- they can leverage the relationships they already have with BlackRock or State Street in order to get access to these products in a seamless way. And so it does feel like the right next step for us, in a way, a new chapter of growth and expansion for the Nasdaq-100 as we continue to execute on global growth, as well as institutional growth of that index. It also -- we already do work with State Street and BlackRock and other product areas.

So it just kind of continues to -- an evolution of our relationships there. to make sure that we can leverage the strength of their platforms for our flagship product, while we also work with them on new product expansion. In terms of just generally across the index business, we are very fortunate to have an index franchise that's really focused on innovation oriented and thematic indexes that we work really collaboratively with our partners. We use all of our marketing assets to be able to drive distribution and adoption of these products.

And I think the way that we partner with our clients allows us to have a fee base that we feel very confident that we're delivering great value to them, but also value to us. And we would expect that to continue as we launch other new products.

Operator: And our next question comes from the line of Elias Abboud from Bank of America.

Elias Abboud: Anthropic's new Mythos model is expected to post significant cybersecurity risks for financial institutions. So as one of the largest bank software vendors, I was wondering if you previewed Mythos and if you can speak to the extent to which the release poses risks or creates liability for Nasdaq. And then separately, does it create any new opportunities? Is bank cybersecurity an interesting adjacency for you? Or is that too far afield from your current business?

Adena Friedman: So I'll answer the second question first, which is that there are amazing cyber companies, many of which are listed on Nasdaq that provide very, very advanced cyber capabilities to us and to our bank clients. And we would expect that we will continue to partner with them and we'd expect the banks to continue to partner with them. And speaking of them, we have a lot of engagement with our cyber partners, with our hyperscaler partners with the banks and with the government on how new models are being introduced into the financial industry. We're very careful in how we bring new models into Nasdaq.

We do leverage Bedrock, which is AWS' AI platform infrastructure to support a lot of our AI infrastructure here at Nasdaq as well as we work with Microsoft and like Azure. So we have these great partners that help us make sure that we're protecting ourselves. We do a lot of extra production. And then we will test models extensively before we bring any new models into our infrastructure, we do a lot of testing of models. So we're not going to just race forward with any new model and bring it in. We do a lot of work first to determine if it's got utility and then to do incredible IT security reviews on it.

And then we'll bring it in and determine how it can be best used for our purposes. I also think as these new models come in, there obviously are going to be new protections that both the LLM providers, but also their partners will provide to make sure that they can be brought in securely.

Operator: And I show our next question comes from the line of Patrick Moley from Piper Sandler.

Patrick Moley: Big picture one for me on tokenization. You mentioned the equity token design, putting issuers at the center of ownership rights, governance, investor experience. So is tokenized settlement and 24/5 trading becomes a reality, Adena, I'm wondering if you see this fundamentally transforming the IPO process itself particularly as it relates to expanding global retail access and reducing some of the frictions and costs associated with traditional underwriting. And if so, does this represent any sort of structural opportunity that investors might not be Nasdaq's ability to grow the list.

Adena Friedman: Yes. So I think the first thing I'd say is there are multiple paths to the public markets today in terms of you can have a direct listing, you can have a SPAC combination, you can have an IPO. So there are choices. In terms of trading and organization changing, I mean, I do think that the nature of securities, I mean, the actual construct of the underlying CUSIP and the technological capabilities that provides are interesting and obviously allow for the free flow of capital allowed potentially for companies to have more direct interaction with investors over time.

But I also think that the IPO process or the go public process is a huge after taking to engage with both institutional and retail investors to make sure that you're unlocking that demand prior to the day that you enter the public markets. And there is value to that process. Whether it's through a direct listing or through an IPO or SPAC combination, that engagement with investors leading up to it, and in some -- certainly, the underwriting for new capital being raised and making sure that you're getting support in the stock in the first few days and weeks of trading, I think, is important.

But I can't say that I think that tokenization has an opportunity to unlock and expand investor reach during that process. It can improve engagement with retail investors as they're going through that process. But I'm not envisioning a fundamental change in the IPO process, I have to say. I think only time will tell if that's an opportunity.

Operator: And our next question comes from the line of Jeff Schmitt from William Blair.

Jeffrey Schmitt: You'd mentioned you're working on outcome-related options in Market Services. Would these be similar to prediction market products? And could you just provide some more detail on what you're doing there?

Adena Friedman: Yes, sure. Yes, they are -- essentially, you can call them outcome-oriented or event options. Think about them as -- and the first one that we are seeking approval from the SEC is an option on predicting the future performance of the Nasdaq 100. So it's some people call binary option, I guess, now, is it going to go up or down kind of thing. And so it is a way to bring the notion of our prediction market construct into a regulated market. The nice thing is with our options business is it is fully overseen by the SEC, and we have a lot of regulatory controls in place.

We're working with OCC, which is the clearing house to make sure that we think about the risk models around it and the margin models so that we can kind of introduce the notion of, what I would call, entry-level options into a marketplace that has a regulatory framework that's very well established. So it is our first effort in that area.

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

Ashish Sabadra: Very strong ACV momentum in Verafin and you also talked about the Tier 1 plant signed in 2Q. My question was, can you talk about the pipeline for Tier 1, Tier 2 clients. And just a follow-up there would be, as we think about these implementations going live, is it fair for us to assume that we start getting the ARR growth back into the midterm range as we get into the back half of the year?

Adena Friedman: Great. Thank you. Well, actually, as Sarah had mentioned, with a lot of the signings that we had in the latter half of last year. So our momentum in enterprise signings really picked up as we went through last year, we had, I think, more than double -- it's not triple the number of signings last year versus the prior year. But a lot of it has happened in the second half. So -- and we don't recognize ARR in the clients until they're fully implemented. So we are still in implementation mode for a fair number of those clients in addition to obviously, anything we signed in the first quarter.

So we do anticipate that the benefits of those deals will start to flow in later in this year. I think the second thing is that our pipeline is very strong. We have amazing engagement across a wide range of clients either in POC where they're testing us or in contract negotiation or we're having really just good dialogue with them as you're thinking about modernizing their [ ASC ] capabilities. So the pipeline is strong. The activity and the signings have been very strong, and we're excited to start to show the benefit of that as we implement the clients.

Operator: And I show our next question comes from the line of Alex Kramm from UBS.

Alex Kramm: Just wanted to come back quickly on the capital markets disclosures that Sarah gave on those cancellations. So first of all, is that fully in the run rate? Or is that still coming out of I think you mentioned a 4% onetimer. So does that mean that maybe there's a 1% headwind to growth? Or maybe you can just size up what kind of headwind that is? And then overall, as we think longer term with the expectation that bank M&A may be picking up, do you expect to see more of these? Or do you think these are kind of like onetime events here or unusual events.

Sarah Youngwood: Yes. So I would say that the impact going forward is actually not very much that the 4 percentage points you have very correct, which is that is a positive this quarter which we have put on as described as M&A related. It's a of market operators, which is really different than bank M&A. And so we're not seeing very much of that happening. It just so happens that we had that hit this quarter. And those have been a long time in coming in terms of like our awareness of them. So we're not seeing a sequence of those as a trend at all.

Adena Friedman: And I think Sarah also, the termination fees are not commensurate with the actual ACV value. It's different. So the ACV value of these as they're going to come out of ARR is quite modest versus the termination fees that we received as a result of the changes.

Operator: And I share our last question in the queue comes from the line of Michael Cyprys from Morgan Stanley.

Michael Cyprys: Just wanted to ask about 23/5 trading that's expected to launch. I heard you mentioned on December 6. I was hoping could update us on the steps that you're taking between now and then, how do you see this rolling out? What sort of milestones do you anticipate in the first year. We also hear some hesitation from certain market participants out there, some hesitation just around including around potentially limited liquidity in the overnight session. So I guess, just what sort of steps are you taking to address some of those concerns out there?

Adena Friedman: Sure. So in terms of -- I'll actually take the last question first. I would say anytime that you have change in the industry, there are people who are excited about it and people who get nervous about it. That's just -- I think that's actually quite healthy because you want to make sure that you're thinking through concerns as you're trying to progress the market. Today, if you look at the volumes that occur today. So we operate from 4:00 a.m. to 8 p.m., our systems are open for trading during that period of time outside of our hours. So from 8 p.m. to 4 a.m. U.S. time, the -- there is about 2% of volumes is occurring today.

So 2 percentage points of volume. So there is volume occurring outside the hours of operations for our business. So we are excited to be able to tap into that demand that market activity, but also to really use the infrastructure that we're putting in place and that the industry is putting in place to make sure we can grow that. And so what we're doing is making sure that as we go forward, as of December not only is Nasdaq launching its venue, but the tape has announced that they're launching the consolidated tape to be -- make it so that all national best bid in offer and less sale will be available.

Obviously, our market data will be available. And so you'll have a more market environment. You'll also have -- we also have MarketWatch, expanding our hours of Market Watch, expanding hours of our market operations team, our tech ops, our network ops, all of those organizations will be expanded to make sure we can we can support the clients that are coming in and trading across the globe. And then we also will make sure that as we launch that we have a lot of investor education.

We want to make sure that we're working with retail brokers and through the -- when we make a sale of our market data, we often work with them also on education and other things that they can do to promote and make sure that their investors are ready to be able to trade our securities. So it's a holistic effort, and we would expect over time, but I also would say it's an evolution, not a revolution to see expansion of investor interest across the globe to have the opportunity to trade in their home hours and to have liquidity throughout the 23-hour period. I would point out that the Nasdaq futures, Nasdaq-100's futures trades 24/5 today.

So the idea of being able to trade in the future, trade the ETFs and trade the underlying all in domestic hours for that -- for those stocks is exciting, but it is going to be offered to every stock across the U.S. equities market. So I see it as a natural next step here, but it will take time to make it so that there's a lot of penetration.

Operator: That concludes our Q&A session for today. I would now like to turn the conference back over to Adena Friedman, President and CEO, for closing remarks.

Adena Friedman: Great. Well, thank you very much. We are very pleased with the performance and momentum across Nasdaq as we execute our strategy to modernize markets power the innovation economy and build trust in the financial system. Thank you very much for joining the call, and have a great day.

Operator: This concludes today's conference call. Thank you for participating. You may now disconnect. Goodbye.