v3.25.3
Business Segments
9 Months Ended
Sep. 30, 2025
Segment Reporting [Abstract]  
Business Segments BUSINESS SEGMENTS
We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments.
Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Our CODM, who is our Chair and Chief Executive Officer, does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below.
The following tables present certain information regarding our business segments for the three and nine months ended September 30, 2025 and 2024:
 Three Months Ended September 30,
 
2025
2024
(in millions)
Capital Access Platforms
Total revenues$546 $501 
Direct and directly consumed expenses175 173 
Other expenses46 38 
Operating income$325 $290 
Depreciation and amortization11 10 
Purchase of property and equipment18 16 
Financial Technology
Total revenues$457 $405 
Direct and directly consumed expenses220 203 
Other expenses31 20 
Operating income$206 $182 
Depreciation and amortization14 10 
Purchase of property and equipment37 27 
Market Services
Total revenues$946 $1,022 
Transaction-based expenses(643)(756)
Revenues less transaction-based expenses303 266 
Direct and directly consumed expenses84 85 
Other expenses22 20 
Operating income$197 $161 
Depreciation and amortization11 10 
Purchase of property and equipment14 14 
Corporate Items
Total revenues$$(26)
Other expenses151 159 
Operating loss$(142)$(185)
Amortization of acquired intangible assets122 123 
Consolidated
Total revenues$1,958 $1,902 
Transaction-based expenses(643)(756)
Revenues less transaction-based expenses$1,315 $1,146 
Direct and directly consumed expenses479 461 
Other expenses250 237 
Operating income$586 $448 
Depreciation and amortization158 153 
Purchase of property and equipment69 57 

Nine Months Ended September 30,
20252024
(in millions)
Capital Access Platforms
Total revenues$1,588 $1,460 
Direct and directly consumed expenses
523 498 
Other expenses
127 122 
Operating income$938 $840 
Depreciation and amortization
34 31 
Purchase of property and equipment46 37 
Financial Technology
Total revenues$1,352 $1,217 
Direct and directly consumed expenses646 595 
Other expenses
87 66 
Operating income$619 $556 
Depreciation and amortization
38 31 
Purchase of property and equipment89 71 
Market Services
Total revenues$3,171 $2,700 
Transaction-based expenses
(2,281)(1,948)
Revenues less transaction-based expenses$890 $752 
Direct and directly consumed expenses264 250 
Other expenses
62 63 
Operating income$564 $439 
Depreciation and amortization
34 30 
Purchase of property and equipment
42 39 
Corporate Items
Total revenues$27 $(7)
Other expenses
446 547 
Operating loss$(419)$(554)
Amortization of acquired intangible assets
365 368 
Consolidated
Total revenues$6,138 $5,370 
Transaction-based expenses(2,281)(1,948)
Revenues less transaction-based expenses$3,857 $3,422 
Direct and directly consumed expenses1,433 1,343 
Other expenses
722 798 
Operating income$1,702 $1,281 
Depreciation and amortization471 460 
Purchase of property and equipment177 147 
Direct and directly consumed expenses in the preceding tables represent costs for resources directly used by the segment for revenue generating activities. Other expenses include indirect overhead costs allocated to our segments. During the first year of integration of certain significant acquisitions such as Adenza or Verafin, the allocation of these indirect overhead costs to the Financial Technology segment were phased in and therefore these allocations may change in the future. Other expenses also includes expenses allocated to our Corporate segment. The following tables summarize revenues and expenses allocated to our Corporate segment:
Three Months Ended September 30,
20252024
(in millions)
Revenues:
Divestiture
$$
Adenza purchase accounting adjustment
— (34)
Expenses:
Amortization expense of acquired intangible assets122 122 
Merger and strategic initiatives expense10 
Restructuring charges12 22 
Legal and regulatory matters— 
Expenses - divestiture
Other
Total expenses$151 $159 
Operating loss$(142)$(185)
Nine Months Ended September 30,
20252024
(in millions)
Revenues:
Divestiture
$27 $27 
Adenza purchase accounting adjustment
— (34)
Expenses:
Amortization expense of acquired intangible assets365 366 
Merger and strategic initiatives expense53 23 
Restructuring charges27 103 
Legal and regulatory matters16 
Gain on extinguishment of debt
(19)— 
Pension settlement charge
— 23 
Expenses - divestiture
13 12 
Other
Total expenses$446 $547 
Operating loss$(419)$(554)
For further discussion of our segments’ results, see “Segment Operating Results,” of “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The items in the preceding tables are not included in the measurement of segment profitability reviewed by our CODM, as we believe they do not contribute to a meaningful evaluation of a particular segment’s ongoing operating performance. Management does not consider these items for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding the below items provide management with a useful representation of our segments’ ongoing activity in each period. These items, which are presented in the tables above, include the following:
Revenues and expenses - divestiture: In January 2025, we entered into an agreement to transfer existing open positions in our Nordic power futures business to a European exchange. In June 2025, this transaction was completed and consideration was received. Migration of open positions are planned to take place by the end of the first quarter of 2026. We expect to wind down commodities clearing and trading services by the end of the second quarter of 2026, and the business to be wound down in the months following. In connection with the successful migration of open positions, Nasdaq may receive additional consideration in 2026 and 2027, and is expected to release regulatory capital in the medium term. Revenues and expenses related to this transaction are included as revenues and expenses - divestiture.
Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods.
Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction.
For the three and nine months ended September 30, 2025 and 2024, these costs included Adenza integration costs and other strategic initiative costs. For the nine months ended September 30, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the nine months ended September 30, 2025, these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement.
Restructuring charges: See Note 19, “Restructuring Charges,” for further discussion of these plans.
Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. Other items primarily include:
Adenza purchase accounting adjustment: During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time net revenue reduction of $32 million was recorded in our Financial Technology segment, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For purposes of evaluating the performance of our segments, for the nine months ended September 30, 2024, we have excluded the reduction of $34 million as this relates to the prior year's impact of this change. We have not excluded the $2 million offsetting impact of this change as it related to the 2024 results.
Gain on extinguishment of debt: For the nine months ended September 30, 2025, this includes a gain on extinguishment of debt, which is recorded in general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Legal and regulatory matters: For the three and nine months ended September 30, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. For the nine months ended September 30, 2024, this primarily related to settlement of an SFSA fine, and accruals related to certain legal matters.
Pension settlement charge: For the nine months ended September 30, 2024, we recorded a pre-tax loss as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits in the Condensed Consolidated Statements of Income. See Note 9, “Retirement Plans,” for further discussion.
Geographic Data
The following tables present total gross revenues by geographic area for the three and nine months ended September 30, 2025 and 2024. Revenues are classified based upon the location of the customer.
Three Months Ended September 30,
20252024
 (in millions)
United States$1,562 $1,549 
All other countries
396 353 
Total$1,958 $1,902 
Nine Months Ended September 30,
2025
2024
(in millions)
United States$4,947 $4,261 
All other countries1,191 1,109 
Total$6,138 $5,370 
No single customer accounted for 10.0% or more of our revenues for the three and nine months ended September 30, 2025 and 2024.
The following table presents property and equipment, net by geographic area as of September 30, 2025 and December 31, 2024. Property and equipment information is based on the physical location of the assets.
(in millions)
September 30, 2025December 31, 2024
United States$454 $425 
All other countries235 168 
Total$689 $593 
Property and equipment, net for all other countries primarily includes assets held in Sweden.