Nasdaq Q3 2024 Earnings Report

Nasdaq EPS Results

• Actual EPS: $0.74
• Consensus EPS: $0.69
• Beat/Miss: Beat by +$0.05
• One Year Ago EPS: $0.71

Nasdaq Revenue Results

• Actual Revenue: $1.15 billion
• Expected Revenue: $1.17 billion
• Beat/Miss: Missed by -$24.25 million
• YoY Revenue Growth: +21.90%

Nasdaq Announcement Details

• Quarter: Q3 2024
• Date: 10/24/2024
• Time: Before Market Opens
• Conference Call Date: Thursday, October 24, 2024
• Conference Call Time: 8:00AM ET

Nasdaq (NASDAQ:NDAQ) is a global financial technology company that operates one of the world’s leading electronic securities exchanges and provides a broad array of products and services to capital markets participants. Its core activities include operating the Nasdaq Stock Market and other trading venues, developing and supplying market technology and matching engines to exchanges and trading firms, licensing market data and indices, and offering clearing, trade execution and post-trade solutions. The company also provides market surveillance, risk management and regulatory technology used by exchanges and regulators.

Founded in 1971 by the National Association of Securities Dealers (NASD) as the first electronic stock market, Nasdaq has evolved into a diversified marketplace and technology provider. A significant milestone in its history was the 2008 combination with OMX AB, which expanded its footprint into the Nordic and Baltic regions and broadened its technology and exchange offerings. Today Nasdaq operates and supports markets and clients across the United States, Europe and in many other global markets through its Market Technology, Market Services and Information Services businesses.

Nasdaq’s product suite spans exchange listings and issuer services, index creation and licensing (including widely used equity indices), real-time and historical market data, analytics and corporate solutions such as investor relations and governance services. The company supplies its trading and surveillance technology to other exchanges and financial institutions worldwide. Adena Friedman serves as president and chief executive officer, leading Nasdaq’s strategy to combine marketplace operations with technology, data and analytics to serve issuers, investors and market intermediaries.

Nasdaq Q3 2024 Earnings Call Transcript

Key Takeaways

• Nasdaq delivered 10% year-over-year net revenue and solutions revenue growth, marking its fourth consecutive quarter of double-digit solutions growth and expanding operating margin to 54%.
• Annualized recurring revenue (ARR) grew 8% to $2.7 billion, while integration of Acxiom SL and Calypso achieved over 80% of net expense synergies, supporting strong free cash flow and reducing net leverage to 3.8x.
• The index business saw 26% revenue growth with $62 billion of net inflows over the last 12 months, driving record average AUM of $575 billion and 35 new product launches.
• Financial Technology ARR rose 14%, including 24% growth in Financial Crime Management Technology and broad GenAI adoption at over 2,000 institutions, though professional services timing may introduce near-term revenue variability.
• Market Services revenue increased 13% driven by record U.S. derivatives and index options volumes and U.S. equity market share gains, while the recent SEC tick-size rule could pressure access-fee rebates and liquidity incentives.

Presentation

[Operator]

Good day, and thank you for standing by. Welcome to Nasdaq's third quarter twenty twenty-four results conference call. At this time, all participants are on a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to turn the call over to your first speaker, to Ato Garrett, Senior Vice President, Investor Relations at Nasdaq. Please go ahead.

[Ato Garrett, SVP of Investor Relation at Nasdaq]

Good morning, everyone, and thank you for joining us today to discuss Nasdaq's third quarter twenty twenty-four 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'll 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.

[Ato Garrett, SVP of Investor Relation at Nasdaq]

We will discuss our financial performance using pro forma financial results and year-over-year growth rates as if we owned AxiomSL and Calypso in all comparable periods, recognized revenue ratably for AxiomSL on-prem contracts for all of 2023 and 2024, excluded the previously announced one-time revenue adjustment recognized in the third quarter, and also excluded the impact of FX, except for AxiomSL and Calypso, which are not yet calculated on an organic basis. References to organic growth exclude the impact of FX and acquisitions. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release, as well as in a filing located in the Financial section of our Investor Relations website at ir.nasdaq.com. I will now turn the call over to Adena.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Thank you, Ato, and good morning, everyone. Thank you for joining us. On the call this morning, I'll provide some perspective on the external environment, discuss our quarterly performance, and review our progress against our strategic priorities. I will then hand the call over to Sarah to walk through the financial results in more detail. Beginning with the macroeconomic environment, internationally, major central banks have pivoted to lowering rates over the past several months to combat slowing economic growth. Notably, the European Central Bank has cut rates three times this year, which, coupled with a solid labor market, has helped the European economy stabilize in recent months. The U.S. continues to show overall strength, supported by the Fed's September rate cut and more recent services and labor data.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Looking ahead, while the global macro environment remains fluid, which could lead to a range of potential outcomes, the U.S. is currently trending toward a soft landing, with additional rate cuts expected in the coming quarters. The current positive economic trends and outlook provide a constructive potential for sustained trading activity across our markets, as well as a rebound in the global IPO environment in 2025, and as financial institutions continue to operate in a dynamic environment, we see consistent demand for our mission-critical technologies. Against this economic backdrop, Nasdaq remains well positioned to deliver sustainable and durable growth across our diversified platforms. Now let me turn to our financial results. We delivered a strong quarter with 10% year-over-year growth in both net revenues and solutions revenue, marking our fourth consecutive quarter of double-digit solutions growth.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Total annualized recurring revenue, or ARR, grew 8% to $2.7 billion. Expenses increased 5% in the quarter, reflecting investment in the business, partially offset by synergy achievement, while our operating margin increased to 54%. We continue to make progress on the successful integration of AxiomSL and Calypso, which has enabled us to action over 80% of our net expense synergies target, and our strong key free cash flow generation has allowed us to continue to delever, resulting in a 3.8 times leverage ratio in the quarter. Turning now to our business highlights, Capital Access Platforms. the division delivered 2% ARR growth and 9% revenue growth, fueled by another quarter of strong Index performance.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Beginning with Data and Listings, we continued to see modest growth in data revenue, offset by a decline in listings revenue due to lower listings activity and prior year delisting. In the quarter, we experienced a modest uptick in listings activity in the U.S. We welcomed thirty-three operating companies, contributing to a 75% win rate year to date through September of Nasdaq-eligible operating company listings. Additionally, we have listed five of the top ten largest IPOs in the first three quarters of the year, including the year's largest listing to date, Lineage. We also celebrated a major milestone as we recorded our five hundredth listing switch to Nasdaq from our primary listing competitor, cumulatively representing approximately $3 trillion of market value.

[Adena T. Friedman, Chair and CEO at Nasdaq]

This year alone, we've attracted 16 switches, including prominent government technology contractor, SAIC, and legendary food manufacturer, Campbell's, reinforcing Nasdaq's role as the premier venue for listings in the U.S. In data, we benefited from new enterprise license sales, higher demand from heightened market activity, and continued strength in international Workflow and Insights, we drove moderate growth with strength in Analytics, offset by Corporate Solutions. In Corporate Solutions, the broader operating environment, including sales cycles, has not materially changed. We remain focused on client retention and product enhancements to ensure Nasdaq is well positioned when the IPO flywheel resumes, as evidenced by the previously announced introduction of new AI features across our suite of solutions. Within Analytics, we've seen increased activity and demand for our data and workflow solutions with the asset owner and asset manager communities.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Asset owners are using more manager research products and new tools, such as the recently launched peer benchmarking solution, while asset managers continue to seek unique insights through our data and services. And finally, our Index business delivered another exceptional quarter of growth, with $62 billion in net inflows in the trailing twelve-month period, including $14 billion in the third quarter, resulting in $575 billion in average AUM in the quarter. This reflects the broad strength of our Index franchise, while we continue to drive innovation and expansion with 35 new product launches this quarter. Turning next to Financial Technology. ARR growth across the division was 14%, including 24% in Financial Crime Management Technology, 15% in the combined AxiomSL and Calypso solutions, and 11% in Market Technology and Trade Management Services.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Overall, we signed 39 new clients, 110 upsells, and two cross-sells. Moving to the specific subdivisions. We're proud that Financial Crime Management Technology debuted as the number one provider for managed services and financial crime on Chartis Research's industry rankings, representing a strong recognition of our leadership across the financial crime management industry. From an operational standpoint, we've seen strong client adoption in our integrated GenAI Entity Research Copilot rollout, which now is in the hands of over 2,000 U.S. institutions. We signed 28 new small to medium bank clients for a total of 109 new small to medium bank or SMB clients year to date. We continue to maintain a robust pipeline of SMB sales opportunities, with a particular emphasis on targeting larger clients in the segment.

[Adena T. Friedman, Chair and CEO at Nasdaq]

During the quarter, we also signed one international tier one client to our wire fraud solution, as previously announced. We are making solid progress on our push for tier one and tier two clients, and continue to have a growing pipeline in this key cohort. Moving to Regulatory Technology, AxiomSL was ranked number one by Chartis in regulatory reporting for markets and securities, in part due to our extensive coverage across jurisdictions, as well as our expertise in adapting to complex regulatory environments. During the quarter, we maintained momentum across AxiomSL and Surveillance with seven new clients and seventy upsells. AxiomSL delivered two significant upsells as it signed its first local banks in India and in the Philippines that can serve as reference clients as we build new relationships in these geographies.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Surveillance delivered strong ACV bookings in the quarter, with growth across exchanges and market participants, and we continued to advance our Nasdaq Trade Surveillance cloud transition, as 64% of clients are now cloud-deployed, and an 11 percentage point increase since the beginning of this year. We also continue to see sustained momentum in Capital Markets Technology, with a total of four new clients, 40 upsells, and one cross-sell. This was a strong quarter across our market structure provider client segment, as Calypso signed its twentieth central bank client, Market Technology signed one new cross-sell and 13 upsells. More broadly, as financial institutions continue to expand coverage across the assets and geographies in which they trade, we see constructive environment for continued growth across our solutions.

[Adena T. Friedman, Chair and CEO at Nasdaq]

The Financial Technology division has a strong global presence, and this quarter, I would like to highlight our progress in Latin America. We continued to increase our footprint in the region through an enhanced partnership with Nubank, which is now using AxiomSL to support its regulatory reporting responsibilities in Colombia. We also signed a significant expansion of our technology partnership with Argentina's leading stock exchange group, BYMA, which is an existing CSD client, and we signed them to modernize its clearing technology through a cloud delivery of our next-generation clearing solution. Across Latin America, Nasdaq serves 10 marketplaces, as well as roughly 50 banking and payment services clients, comprising a broad range of digital and traditional banks, local and regional players, as well as tier one global banks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We're experiencing strong new client growth, and over half of our Latin American clients that have adopted AxiomSL and Calypso have sought to expand their partnership with us in the last twelve months. Across the exchanges in the region, clients are seeking to modernize critical infrastructure to serve the evolving needs of global market participants, as well as their domestic clients, many of which are digitizing their own operations. Latin America is just one of the many regional economies where we're helping financial institutions better navigate regulatory complexity and the modernization of market infrastructure, and we look forward to our continued international expansion. Turning to Market Services, where we're generating alpha in a higher beta environment, Nasdaq delivered a record third quarter with 13% revenue growth.

[Adena T. Friedman, Chair and CEO at Nasdaq]

The growth was driven by higher volumes across U.S. and European cash equities, as well as record revenue for U.S. multi-listed options and proprietary Index options. In U.S. equity derivatives, our multi-listed options market share continues to increase over the course of the year. Additionally, U.S. Index options continued its high growth, delivering another record quarter with revenue doubling year-over-year. Turning to U.S. cash equities, Nasdaq's overall equity market share was stable, and on-exchange market share increased, while capture remained healthy, and wrapping up with European cash equities, our market share remained steady as members increasingly favored quality and retail participation increased. I now want to provide an update on our strategic priorities of integrate, innovate, and accelerate... Starting with integrate. As we near the one-year anniversary of the completion of the Adenza acquisition, I'm extremely pleased with our progress to date.

[Adena T. Friedman, Chair and CEO at Nasdaq]

The integration continues seamlessly, and we're delivering ahead of plan on net expense synergies and deleveraging. Operationally, our teams are unified and delivering for our clients as One Nasdaq. As a testament of the combined benefits of Nasdaq and Adenza for our clients, Nasdaq was recently ranked number five in Chartis' 2025 RiskTech100. This is an early validation of the thesis underpinning the acquisition, as Adenza and Nasdaq placed 10th and 18th, respectively, last year. Nasdaq is in the early innings of unleashing the power of our Financial Technology division, and we look forward to building on this momentum. We continue to make strong progress advancing our innovate priority. We reached a major milestone during the quarter with the completion of the rollout of AI copilot tools to 100% of our developers.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We also launched an internal GenAI platform that features custom-built skills designed to enhance productivity and efficiency. In less than two months, we've deployed roughly 400 unique skills, with nearly 50% of our employees engaging with the platform. Nasdaq also launched new AI-enabled products, headlined by the expansion of Nasdaq Verafin's Targeted Topology Analytics, which provides new detection capabilities for terrorist financing and drug trafficking activity. Following an extensive beta program, the terrorist financing analytic is expected to be released later this year. Earlier this month, Calypso also announced a new methodology to conduct investment portfolio risk calculations, and produce predictive Analytics using an AI-based machine learning capability. This technology allows financial institutions to improve the efficiency of conducting the most complex trading and regulatory risk calculations with up to 100 times faster processing speeds.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Beyond AI, we continue to innovate by expanding our suite of new products and capabilities. This is particularly evident in our Index franchise, which is a true innovation engine within Nasdaq, and was recently recognized as the best Index provider by Structured Retail Products. Partnering with our clients, we brought 35 new investment products to market, including seven insurance annuity vehicles aligned with our growth, with our focus on international adoption, and eight options overlay products, where we see strong, sustained interest from investors. We also remain focused on international expansion, with 57% of new products launched outside the United States. In Market Services, we successfully migrated Nasdaq ISE to our next-generation derivatives platform called Fusion. Today, four of our six U.S. options markets are now running on Fusion, resulting in lower latency, higher throughput, and overall increased productivity.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Concluding with our accelerate priority, we continue to make progress on our One Nasdaq strategy, driving two cross-sells across the Financial Technology division in the quarter. The percentage of cross-sell opportunities in financial technologies pipeline is now above 10%, driven by strong client engagement in the cross-sell campaigns launched to date. The pipeline spans across regions, client segments, and product lines, and we expect to build on this in the coming quarters. We will launch additional cross-sell campaigns in the fourth quarter and remain on track to exceed $100 million in cross-sells by the end of 2027. To wrap up, the power of Nasdaq's diversified business model enabled us to deliver another strong quarter, headlined by our fourth consecutive quarter of double-digit solutions growth.

[Adena T. Friedman, Chair and CEO at Nasdaq]

As we continue to execute against our strategic priorities and deliver on the Adenza acquisition thesis, Nasdaq has become a trusted partner to the world's financial system, poised to solve our clients' most complex challenges. We look forward to capitalizing on this momentum to deliver sustained, profitable growth to our shareholders. And with that, I will now turn the call over to Sarah to review the financial details.

[Sarah Youngwood, CFO at Nasdaq]

Thank you, Adena, and good morning, everyone. We're proud to share our fourth consecutive quarter of double-digit solutions revenue growth, and we are also making excellent progress in integrating Adenza and Calypso. Notably, we have actioned over 80% of net expense synergies to date. Deleveraging continues and is now down to 3.8 times, and we're seeing strong traction with clients, with over 10% of our Fintech pipeline coming from cross-sales. Let's turn to our third quarter results on slide 10. We reported net revenue of $1.2 billion, up 10%, with solutions revenue of $904 million, also up 10%. Operating expense was $543 million, up 5%, resulting in an operating margin of 54% and an EBITDA margin of 56%, each up two percentage points.

[Sarah Youngwood, CFO at Nasdaq]

Overall, this resulted in net income of $429 million and diluted EPS of $0.74. Slide 11 shows the drivers of our 10% net revenue growth for the quarter. We generated seven and a half percentage points of organic growth on a net basis, driven by new and existing clients, product innovation, as well as market share and capture. Overall, beta factors contributed two and a half percentage points of growth this quarter, driven by higher valuations in Nasdaq Indexes and higher overall volumes in Market Services, offset primarily by delistings and downgrades. As shown on Slide 12, we had AR growth of 8%, with SaaS revenue growth of 17%. Notably, SaaS, as a percent of AR, increased three percentage points to 37%. Let's review division results for the quarter, starting on slide 13.

[Sarah Youngwood, CFO at Nasdaq]

Capital Access Platforms, we delivered revenue of $501 million, up 9%. Data and Listings revenue was up 1% with flat ARR. Revenue from higher data sales and usage, new listings, and pricing was partially offset by the impact of delisting, downgrades, and lower amortization of prior period initial listing fees. Looking ahead, we continue to expect the quarterly impact from initial listing fees to be about $3 million for the next three quarters. Delisting trends are improving, and we have seen roughly 20% fewer delistings year-to-date through the third quarter versus the prior year period, suggesting that delisting should be less of a revenue headwind in 2025.

[Sarah Youngwood, CFO at Nasdaq]

Index revenue was up 26% in the third quarter, driven by $62 billion of organic net inflows in the last twelve months, including $14 billion in the quarter, as well as market performance, resulting in record average ETP AUM of $575 billion, with futures and options volume also up 24%. In Workflow and Insights, revenue was up 3% with ARR growth of 5%. The increase was driven by continued growth in innovative Analytics products, mainly eVestment and Data Link, with particular strength for eVestment in the asset owner and consultant client segments. This was partially offset by a continuation of the environment we have previously described in Corporate Solutions. Analytics had a strong quarter, with revenue and ARR growth in the high single digits. Operating Capital Access Platforms was 58%, up two percentage points.

[Sarah Youngwood, CFO at Nasdaq]

Looking ahead, our expectation Capital Access Platforms revenue growth remains unchanged. We expect to exceed our medium-term growth outlook range, with Index expected to come in above its range, data and listing essentially flat year-on-year, and Workflow and Insights expected to come in below its range. Moving to Financial Technology on slide 14. Total division revenue of $403 million was up 10%, with ARR growth of 14%. The difference between revenue growth and ARR growth for Fintech and its subdivisions is primarily driven by a decline in professional services fees, including a large 2023 market infrastructure client delivery in capital markets tech that converted to ARR, and the timing of bookings and upgrades, as well as the proportion of cloud bookings in RegTech.

[Sarah Youngwood, CFO at Nasdaq]

We had double-digit ARR growth across all subdivisions, which benefited from 39 new clients, 110 upsells, and two cross-sells in the quarter. Financial Crime Management Technology revenue increased 20%, with ARR growth of 24%, reflecting solid revenue growth against a tough comp of 29% in 3Q 2023, a quarter that included higher professional services fees. This quarter, we saw a revenue mix shift from professional services fees to ARR due to successful on-time implementations from tier one and tier two clients. Additionally, we had minor changes in the timing of other client deliveries. Clients are actively showing they appreciate the value of our products, including new enhancements, such as the GenAI Entity Research Copilot. This was evidenced by net revenue retention of 114%, driven by pricing, minimal churn, upsell, and renewals.

[Sarah Youngwood, CFO at Nasdaq]

We are also making excellent progress with larger clients within the SMB cohort. New client signings this year have resulted in 30% higher annual contract value per SMB client year-to-date compared to the same period last year. Market Technology delivered 8% revenue growth and ARR growth of 12%, with four new clients, 40 upsells, and one cross-sell in the quarter. Calypso was up 14% and had ARR up 16%, including three new clients and 27 upsells. Notable deals in the quarter included Calypso signing its 20th central bank client and significant upsells in Asia. While there will always be timing impacts with specific deals creating variation in revenue growth rates, demand for Calypso enhanced ARR remains strong, with good retention rates, continuing momentum in our sales pipeline, and consistent execution in our sales cycle.

[Sarah Youngwood, CFO at Nasdaq]

Together, Trade Management Services Market Technology had one new client, 13 upsells, and one cross-sell. Combined ARR was up 11%, primarily reflecting the benefit of upsells and pricing. This included a record 14% ARR growth in Market Tech, which includes the conversion of the $11 million from a large implementation we mentioned last quarter into subscription revenue. That said, combined revenue grew 5% due to professional services fees in the prior year period. As we mentioned last quarter in Market Tech, the market infrastructure clients that contributed the $11 million dollars of ARR this quarter, had $27 million of professional services fees in the full year of 2023. This year-over-year headwind will abate in Q4 of this year.

[Sarah Youngwood, CFO at Nasdaq]

Additionally, with seven client deliveries signed to date and a strong sales pipeline for the rest of the year, we anticipate a solid recovery in professional services revenue in 2025. Regulatory Technology revenue increased 8%, and ARR grew 11%, with seven new client wins and 70 upsells in the quarter. AxiomSL revenue grew 10%, with 15% growth in ARR. The strong underlying performance, including one new client win and 20 upsells. Surveillance grew revenue and ARR by 6%, with six new clients and 50 upsells. Fintech operating margin was 44%, a one percentage point increase, reflecting both operating leverage and the benefit from realized synergies. Looking ahead at our 2024 growth expectation for Fintech. As we just discussed, we have strong fundamentals and ARR growth, which we expect to continue for the rest of the year.

[Sarah Youngwood, CFO at Nasdaq]

As a reminder, we maintain our expectation for combined AxiomSL and Calypso ARR growth in 2024, to come in within its medium-term outlook range. For Financial Crime Management Technology, given revenue growth rates of 23% for the first half and 20% in Q3, we may end up a bit below 23% for the full year. That said, the fundamentals of the business, our competitive position, and demand for our products continue to be excellent. We maintain our expectation for Regulatory Technology to come in towards the low end of our medium-term growth outlook.

[Sarah Youngwood, CFO at Nasdaq]

And for Capital Markets Technology, we expect full year growth to come in towards the low end of our medium-term growth outlook, due to a shift in the expected timing of a Calypso renewal from the fourth quarter of two thousand and twenty-four to the first half of two thousand and twenty-five. Wrapping the divisions with the strong performance of Market Services, which had net revenue of $266 million, up 13%. Revenue growth benefited from record U.S. derivatives revenue as a result of higher volume and capture in U.S. options and Index options, as well as higher volume and capture in U.S. and European cash equities, partially offset by a year-on-year decline in U.S. option market share and lower European derivatives capture. Of note, U.S. Tape Plan revenue increased $4 million sequentially, with $3 million reflecting cumulative audit and other one-time benefits.

[Sarah Youngwood, CFO at Nasdaq]

North America was a primary contributor to our performance, with broad contributions, including Index option, option capture, equity capture and share, and tape market share. U.S. equity market share was also up sequentially at above 30%. Market Services operating margin was 61%, a three percentage point increase. Moving to expense on slide 16, we had non-GAAP expense of $543 million, up 5%, resulting in operating margin and EBITDA margin expansion of two percentage points each. We are tightening our non-GAAP expense guidance for the year from $2.145-$2.185 billion to $2.150-$2.180 billion. We have actioned more than 80% of our net expense synergies through the third quarter.

[Sarah Youngwood, CFO at Nasdaq]

The synergies we have actioned so far have resulted in a two percentage point reduction in our expense growth so far this year, and we expect the two percentage points to remain for the full year. Our non-GAAP tax rate decreased due to the integration of recent acquisitions, as well as energy tax credit obtained under the Inflation Reduction Act. As a result, our non-GAAP tax rate was 21.3% in the quarter, including the year-to-date capture. We now expect the 2024 non-GAAP tax rate that is one to two percentage points lower than prior expectations, at 23.5%-24.5%, versus 24.5%-26.5% previously. Under the current tax regime, we expect tax rates to remain generally in line with 2024 in future years.

[Sarah Youngwood, CFO at Nasdaq]

Turning to capital allocation on slide 17. Nasdaq generated free cash flow of approximately $300 million in the third quarter. Gross leverage decreased to 3.8 times from 3.9 times last quarter, due to EBITDA growth and debt pay down. We paid a dividend per share of $0.24, or $138 million, representing a 35% annualized payout ratio. We repurchased 1.4 million shares for $88 million to opportunistically take advantage of the attractiveness of our stock, primarily alongside the Thoma Bravo secondary execution. This allowed us to complete our program to offset the 2024 employee-related dilution. We will continue to focus on deleveraging in the fourth quarter.

[Sarah Youngwood, CFO at Nasdaq]

As we approach the one-year anniversary of the close of the Adenza acquisition, I am proud of our results and impressed by the team's performance in advancing the integration and powering Nasdaq's evolution into a Fintech powerhouse. We are ideally positioned to execute on our next phase of sustainable growth. With that, turning it to Q&A.

[Operator]

Thank you. As a reminder, to ask a question, you will need to press star one one on your telephone. To withdraw your question, please press star one one again. We ask that you please keep your questions to no more than one, but please feel free to go back into the queue, and if time permits, we'll be more than happy to take your follow-up questions at that time. Please stand by while we compile the Q&A roster. I see our first question comes from the line of Owen Lau from Oppenheimer. Please go ahead.

[Owen Lau, Analyst at Oppenheimer]

Hi, good morning, and thank you for taking my question. So your financial crime management tech was pretty strong, growing at 20% year-over-year, but it was below the medium-term outlook, which is mid-20%. You said mainly because of the tough comp and timing of delivery or there is something else in there that we should be aware of? And how should we think about the near-term outlook for Verafin? Thanks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Great. Thanks, Owen. Yeah, as we mentioned, the significant difference is really related to the professional services. As we move up market into the tier ones and tier twos, we're gonna have more of an implementation element to those clients. And so there could be more revenue variability as we look at kind of both the timing of those implementations, when they move from implementation to ARR, and also the amount of implementation revenue that we might have in one quarter, one year versus the next. So in this particular quarter, we had two significant implementations well underway last year, third quarter, that drove up our professional services fees, and now we've completed those implementations, moved them to ARR.

[Adena T. Friedman, Chair and CEO at Nasdaq]

But that also means that we're now in the mode of moving more of our clients into that implementation mode, but we just didn't have as much implementation revenue this quarter. So it's really gonna have... There is gonna be some of that variability going forward as we, as we continue to scale our upmarket business, and that's something that we're- we'll make sure that we provide disclosures on like we did today. In terms of our overall confidence in the business, we remain confident in our mid to 20% medium-term revenue outlook for Financial Crime Management Technology. We're very excited by the customer pipeline for the SMB space, as well as demand for our solution among the tier one and tier two banks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

And so with those, you know, all of the information opportunities ahead of us, we expect to continue strong growth over the medium term. And as we zoom in, as I mentioned, there are some revenue dynamics to moving up market that could create some variability, but we just feel that we're just extremely excited about everything that's happening in that business and continued momentum there.

[Owen Lau, Analyst at Oppenheimer]

Sounds great. Thanks a lot.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Thank you.

[Operator]

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

[Craig Siegenthaler, Analyst at Bank of America]

Good morning, Adena and Sarah. Hope everyone's doing well. I have a follow-up on the Verafin question. First, I saw, you know, you signed up another tier one client in the quarter. Was that the same client that you announced on the last earnings call in July? I think you cross-sold it from Axiom, or is this actually a new one? And then will this one start with payment fraud? Because I think that's how most of the tier ones start with. And just the final one here is, with your existing tier one wins, including Citi, have you been able to upsell them after the initial signing, or is it too early?

[Adena T. Friedman, Chair and CEO at Nasdaq]

Yeah, so great. Thanks, Craig. Yeah, it is the same client, and you are right that they're starting with payment fraud. And we are actively working with several of our tier one and tier two clients that have that we have sold to upsell them or, you know, to continue to expand our presence with them, and they're doing active evaluations of additional modules that we have. And we have already upsold one of our tier two clients, but we're actively working with them. You know, I think they've been really happy. I have to say, I think our clients have been really happy with the results of the implementations, and so that's obviously giving us nice tailwinds to discuss further enhancements or extensions of what they take from us.

[Adena T. Friedman, Chair and CEO at Nasdaq]

But of course, those sales cycles are not instantaneous either. We're in the process of working with them to continue to show all the different strengths that we have. But it is a very, very active conversation across several of our clients.

[Craig Siegenthaler, Analyst at Bank of America]

Thank you.

[Operator]

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

[Michael Cyprys, Analyst at Morgan Stanley]

Great. Thanks so much. Good morning. We're just hoping you could elaborate a bit on the cross-sales campaigns, particularly with Axiom and Calypso, how that's progressing. Seems like you're about to embark on some additional campaigns in the fourth quarter. Maybe you can elaborate on what your plans are for that and what success might look like. Thanks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure, thanks. Yeah, so far, year-to-date, we've had seven cross-sells, but that also does include Verafin sales to AxiomSL or Calypso clients. But across the Fintech division, seven cross-sells. And the campaigns are working well. Obviously, it takes time for those campaigns to turn into sales, but we feel very good about what we've been able to see in terms of bringing more Calypso capabilities to our Market Tech clients and vice versa, as well as bringing AxiomSL capabilities to our Calypso clients. And the two new campaigns that we're launching as we go through the rest of this year, one is we have a product called the Nasdaq Risk Platform, which is a real-time risk management platform for exchange-traded products, and we are cross-selling that to Calypso clients.

[Adena T. Friedman, Chair and CEO at Nasdaq]

And that actually we think is gonna be very interesting because obviously, as you know, Calypso really focuses on OTC instruments, and then we have this great real-time risk management platform for exchange-traded products, so it's a natural cross-sell. And we saw that as part of the deal. You know, we, we knew that that was an opportunity, and we're now launching a formal campaign around that. And then the second one is AxiomSL Global Shareholder Disclosures for global broker-dealers. So there are new rules and requirements coming out on shareholder disclosures to the broker-dealer community, which is both our Market Services clients and Calypso clients, and so we're definitely working on a campaign specifically on that. So those are the types of things that we're focused on as we expand our cross-sell campaigns.

[Michael Cyprys, Analyst at Morgan Stanley]

Great. Thanks so much.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure.

[Operator]

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

[Ashish Sabadra, Managing Director and Senior Equity Analyst at RBC Capital Markets]

Hey, good morning, everyone. This is Ashish Sabadra. I appreciate you taking our question. I just wanted to double-click real quick on the comments earlier. On the timing aspect, you know, when you're onboarding these new clients, SMBs, tier ones, tier two, is there a timeframe that we should think about on the ramp-up period? Is it quicker for new clients versus cross-sells, or is there relatively the same amount of time between both? And just as a quick follow-up, any kind of clarity you can share on the IPO market, how that's shaping out, and then maybe if there's any issues from, like, upcoming elections that are hurdles for any clients perspectives? Thank you.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Okay, great. Sure. So on timing of implementation, as you can imagine, as you go from the smaller banks that we serve to the larger banks we serve, the implementations become more complex and therefore take more time. And so, this year, first of all, in the small to medium bank cohort, we have signed more of that medium bank size company. So, you know, that's why Sarah mentioned that we had a 30% increase in the ACV for the clients who sold this year in the SMB space, because they've been more medium-sized clients. And those implementations do tend to take longer than a small client.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We would say anywhere from kind of six to 12 months for that medium client. It really depends on the client and the complexity and also the completeness of what they're implementing day one. With the large clients, like the tier one to tier twos, it could be anywhere also from like six to 12 months, but more like nine to 12 months for implementation so far, at least. And that's when you first land the client. If you're upselling and going to a second capability, because we've already built a lot of the integrations with their data lakes internally and a lot of the systems that they have, it can go quicker, but still, you're dealing with a large institution, so you have a lot of program management and project management, and we don't have a lot of experience yet on upsells there.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We're hoping that could be a shorter time to implementation, but it still is gonna be fairly long. And that's why, you know, professional services fees becomes a little more of a, an element of our revenue as you're dealing with the medium banks and the larger banks, and that dynamic is just that we had a year-over-year comp this year that, you know, had more professional services fees last year. I think it's just a timing issue. Oh, and with regard to the IPO market, well, it's been, you know, we're seeing some green shoots. You know, we had 33 IPOs in the quarter, really proud to have a 75% win rate year to date. We have a lot of companies that are in our pipeline.

[Adena T. Friedman, Chair and CEO at Nasdaq]

It's been very active, actually, in talking to those clients, you know, pitching the great benefits of Nasdaq. You can feel that there's just a lot of pent-up energy and demand to want to come to market. I also think that with a better rate environment, so as we hopefully continue to see the Fed moderating the rates and to get it more in line with inflation today, that we will also have a good, robust, you know, economic environment, but I think you should assume that we won't see a lot going into the rest of this year just because of other noise, and even into the first quarter, it's just usually not a very active quarter anyway, and I think that there'll still be some transition there.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We're kind of aiming towards seeing more momentum in Q2 and beyond, and we're hopeful that it could be a much more active year next year.

[Ashish Sabadra, Managing Director and Senior Equity Analyst at RBC Capital Markets]

Great. Thank you very much.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure.

[Operator]

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

[Patrick Moley, Analyst at Piper Sandler]

Yeah, good morning. Thanks for taking the question. I just have a follow-up on the cross-sell campaigns. The new campaigns that you're running in the fourth quarter, from a revenue standpoint, how large is the opportunity compared to the campaigns that you're currently running? And then in the scope of just the overall cross-sell campaigns that you expect to roll out to get to that $100 million cross-sell revenue target by the end of 2027, where do you think we are in that journey? Thanks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Yeah, great. Well, we don't disclose specific campaigns and kind of the opportunities there, but they all contribute to the overall growth expectations for solutions. I mean, I'm sorry, for Fintech. And, you know, every new client counts. So, you know, as we said, we're very early in our journey there. I just wanna point out that 2024, we've had a very significant integration. We've brought the teams together, we've brought the operations together, we're putting all the systems in place. We've actually had a lot of progress on getting all of the, what I'll call sales tech, rev tech, and client success type of sale tooling put in place. And so we're really, this has been a building year, and yet, even in a building year, you know, we're delivering really well across Fintech.

[Adena T. Friedman, Chair and CEO at Nasdaq]

I'm so proud of the team for that. We're also. We also have seven cross-sells. So it's early. We have more than 10% of our pipeline today is cross-sell opportunities. We have always said that there's this isn't gonna be a linear path to a hundred, you know, to, you know, at least a hundred million, we say exceeding a hundred million. So it's not gonna be a linear path, but so we do expect that momentum will build over the next couple of years. As you know, sales cycles in these mission-critical technology solutions is not short, you know, so you're talking anywhere.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We've had a couple where, you know, like a few months from first conversation to signing, but most of the deals take, like, nine to 12 months to get signed and started in terms of implementation.

[Operator]

Thank you. And I show our next question comes from the line of Kyle Voigt from KBW. Please go ahead.

[Operator]

Hi, good morning. Just wanted to focus in a bit more on the international opportunity for Axiom. You noted the first clients in certain geographies in India, the Philippines. You also noted success in Colombia and Latin America. I guess, can you help us frame the international opportunity here when you look at your market share or penetration rate in more developed markets? And then, you know, therefore, how meaningful some of these new international markets could be, or maybe even frame the international growth rate within Axiom. And then I just also, if you could frame or give us some more color as to whether you're displacing any competitors in these international markets, or if it's really just displacing the in-house regulatory reporting functionality.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure. Okay. So, the first thing is, AxiomSL is global today, but you're right that there are certain geographies where AxiomSL is just is really, really strong, and then there's certain geographies where I think Nasdaq is bringing them into geographies where we're strong. So the Philippines is one example where we are the provider of technology to the exchange there. We have good relationships with the financial community there and with the central regulators there. And so it gives us a great opportunity to go in and really engage the financial, and, you know, the banks within that space to help them manage their regulatory needs. And the difference is, like, it could be that a bank, for instance, the bank in Philippines was an upsell.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We said it was an upsell because they already may have used AxiomSL for international reporting, but they weren't using it for domestic reporting, so now we've connected with them for domestic reporting, and the same with the bank in India, which is really exciting. They were using us for reporting their international regulatory requirements, but not using us for the domestic, and now we are working with them to make sure we can deliver the domestic reporting requirements, and that, of course, in India, could open up a huge opportunity for us, so we see these as really great land and expand just in country where Nasdaq has a strong presence, but AxiomSL may not have had a stronger presence.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Latin America actually has been an area where Calypso and AxiomSL have been strong, and over the last 10 years, we have really built up a great presence in Latin America. I think that it has been a really fun. It's been a fun way for us to engage with our clients there. We now have over 10 market operators, and we have about 50 bank and broker-dealer clients that use our technology. So that's been an area where we've already had a presence, but what's coming up when I mentioned on Colombia was it's actually a Brazilian bank, Nubank, which is a great digital bank. They're, I don't know if they're expanding into Colombia or whether they just realized that they wanna use us more advanced technology to support their Colombian regulatory requirements.

[Adena T. Friedman, Chair and CEO at Nasdaq]

But we see them as a great client to work with because they're so pan-Latin America, and it gives us a way to expand our presence there. So it's pretty exciting. We do not give an international growth rate, just because everything we do is kind of global in Fintech, but we'll consider how we can provide you disclosures there.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Thanks, Adena.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure.

[Operator]

Thank you. Our next question comes from the line of Michael Cho from JP Morgan. Please go ahead.

[Michael Cho, Equity Research Analyst at J.P. Morgan]

Hi, good morning. Thanks for taking my question here. I just wanted to touch on pricing for a second. We can start in Verafin, but just trying to get an update more broadly. Did the rollout of upgrades like Entity Research Copilot, or the new AI features and Corporate Solutions help with pricing from existing clients? And when we think about AxiomSL and Calypso, I know you mentioned some campaigns, but are there areas where you see broader upgrade opportunities ahead, maybe in the context of pricing for existing clients? Thank you.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure. Yeah, thanks. Well, just to before we go into specific features, the way that we work with clients in pricing is kind of a little different, you know, product by product within Fintech, just based on the way we work with them. But in anti-financial crime or in the, sorry, Financial Crime Management Technology, we really generally have a three-year contract terms, and then upon renewal, we work with the bank to look at how much they've grown, how much they're using our service, how much value we're providing to them, and with regard to the Entity Research Copilot, we are not explicitly charging for that. But as we work with them and to see, we have half the clients, by the way, are actually using it.

[Adena T. Friedman, Chair and CEO at Nasdaq]

So we've rolled it out to two thousand banks, and we're seeing that half the clients are engaging that capability so far, so it's really great. Getting some fantastic feedback from the clients in terms of the efficiency gains that they're getting from that. So that could be, that would be part of the conversation on the renewal and the upsell that we get on renewal in terms of pricing. And then with regard to the broader Fintech platforms, those tend to be, you know, three to five years is kind of the average terms for a lot of our products in that space. And we do actually have CPI escalation capabilities year-over-year.

[Adena T. Friedman, Chair and CEO at Nasdaq]

And then upon renewal, we again will look at, you know, are we delivering more value to them, and do they see that as a value creator that we can charge more for in the next contract? So I do think we have good ways to engage them in multiple dimensions on pricing, but we aren't choosing to charge explicitly yet, you know, for a lot of the AI capabilities. We're just adding value into the product. With Corporate Solutions, it's a little different. We have actually launched a new module within IR Insight that is a paid module, but it's called Sustainability Lens, that allows companies to compare their sustainability disclosures to other peers. And so those are the types of things where we might charge explicitly for, but not in every way.

[Adena T. Friedman, Chair and CEO at Nasdaq]

So we're doing board summarization in our board portal tool, and that's just an added feature that will not be explicitly charged for. But we see that as a way to enhance retention and also get new sales. So sorry, it's a long answer, but that's how we kind of approach it.

[Michael Cho, Equity Research Analyst at J.P. Morgan]

No, that's great. Thanks for all the color.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure.

[Operator]

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

[Daniel Fannon, Analyst at Jefferies]

Thanks. Good morning. Wanted to follow up on some of the comments on the Market Tech business. Sounds like momentum is building. I think you said professional services should build into next year, but you still have the tough comp going into 4Q. So hoping to just contextualize that a bit more just in terms of how we think about 4Q revenues and, and maybe the growth into next year, putting those in, you know, the momentum versus the kind of roll-off of, of certain contracts and professional fees that are still kind of rolling through the system.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Yeah, sure. Well, first of all, so, I think it's important to note that we've given a fair amount of disclosure, that we had that one client where we had really gotten to, I would say, a peak level of implementation with them last year in 2023, in terms of resources against that project, and that resulted in $27 million of professional services fees last year. That year-over-year comparison kind of starts to abate in the fourth quarter of this year, meaning we won't have as tough a year-over-year comp in that regard, starting in the fourth quarter. And also, as you pointed out, we've had a lot of sales this year, so we've had a couple of new clients, but also just in the quarter, you know, 13 upsells.

[Adena T. Friedman, Chair and CEO at Nasdaq]

So we are actually, we do have really great momentum there, and it's exciting to see as clients are really focused on modernizing their markets. They're really starting to understand why a cloud-delivered, or at least a cloud-ready solution, is gonna be important to their future. That's been, you know, a drumbeat that we've been discussing with them now for a few years, so it's really exciting to see that it's starting to turn into contracts and sales. The strongest uptake we've seen in our next gen products have been in our clearing solution and our trading solution. And then also, we've had a lot of exchanges finally realize that their CSDs are decades old, and they're working with us to upgrade their settlement solutions as well.

[Adena T. Friedman, Chair and CEO at Nasdaq]

So it's been a good year, but as you said, it's a tough comp, that $27 million. That converted into $11 million of ARR as we got through the beginning of the third quarter. We also feel like we've got a good momentum going into next year that we think should be able to show you that we can get back to a growth, certainly in the professional services and hopefully better growth across the whole business.

[Daniel Fannon, Analyst at Jefferies]

Great. Thank you.

[Operator]

Thank you. And our next question comes from the line of Alex Blostein from Goldman Sachs. Please go ahead.

[Alexander Blostein, Senior Equity Analyst at Goldman Sachs]

Hey, good morning. Good morning, everybody. Thanks for the question. I was hoping to zoom out on Adenza for a second and just kind of talk about the near-term outlook you guys have for this business. There's been a few puts and takes, I guess, with the accounting change early in the year, that I guess ultimately is meant to smooth the revenue growth out a little bit. But as you look out into 2025, it sounds like the sales momentum is progressing nicely, and you're happy with the integration. So maybe talk a little bit about 2025 revenue growth expectations for both of those businesses, AxiomSL and Calypso. Thanks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure, well, I think what we've said so far is, number one, we've given you both kind of a medium-term outlook on ARR and overall revenue growth for the Adenza businesses, kind of mid-teens ARR growth, low to mid-teens revenue growth. Everything we're seeing is consistent with that so far in terms of kind of how we've been progressing with the business and certainly how we've been delivering, and the momentum we see is strong and active and healthy and consistent. So I think that's as far as we can say that right now, but you know, certainly as we've been looking at the business and evaluating its performance within Nasdaq, we feel like it's consistent with where we see the medium-term outlook.

[Alexander Blostein, Senior Equity Analyst at Goldman Sachs]

Great. Thank you.

[Operator]

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

[Operator]

Mr. Budish, your line is open.

[Benjamin Budish, Analyst at Barclays]

Oh, apologies, I had you on, on mute there. Just wanted to see if I could follow up on Alex's question there. I know, you know, for Axiom, Q4 tends to be the biggest booking quarter, and next year tends to be- is expected to be a bigger upgrade cycle. So I'm wondering if there's any more color you can provide there. And maybe, you know, if you can't sort of give, more explicit guidance on what the revenue growth looks like, maybe what is sort of like a reasonable expectation? What should we sort of see in a big upgrade cycle year? Should we see more professional services or more of an ARR acceleration? How should we be thinking about those different, factors? Thank you.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Yeah, sure. So, first of all, let me see how... I would just say demand in general is strong and active. Whether or not it's a bigger upgrade cycle for AxiomSL next year, I, you know, I'm kind of thinking about that. I think it's more kind of Q4, like, kind of coming into Q4 of this year. And you are right, you know, we've had really good sales this year, so that should accrue to the benefit of professional services fees as we go through next year because we had a decline in professional services fees this year versus last year. We do see the opportunity for that to recover as we've had a strong sales year in AxiomSL.

[Adena T. Friedman, Chair and CEO at Nasdaq]

In general, though, I just want to point out, just remind everyone, as we've moved to ratable within AxiomSL, you know, the ARR and subscription revenue should be relatively consistent with each other. Not, not always, you know, there's some differences, and Sarah did a nice job of walking through that on the teach-in a month ago, if you want to listen to that. The thing that can create revenue variability is, are the, the professional services fees that we've mentioned. And so as we look at how we've progressed through the year with sales and upsells, as you're talking about kind of renewing renewing contracts, those things can be beneficial to us, and we see that as an opportunity for next year to have a better professional services year-over-year versus this year.

[Adena T. Friedman, Chair and CEO at Nasdaq]

I think that with Calypso, just to remind you, half the contract value is recognized upfront when we renew a client or sign a new client. So that creates more variability quarter over quarter, year-over-year in revenue. But that's why we tend to really focus on ARR there, because that gives you the consistency of how are we doing in just driving demand and delivering. And again, that also can have year-over-year differences in implementations. But right now, you know, you're seeing really strong sales there, really good momentum, and we're really comfortable with how that business is progressing.

[Benjamin Budish, Analyst at Barclays]

Understood. Thank you very much.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure.

[Operator]

Thank you. I show our next question comes from the line of Bill Katz from TD Cowen. Please go ahead.

[William Katz, Analyst at TD Cowen]

Great. Thank you very much for taking the questions. Maybe I could sneak in a two-parter. Adena, for you, I'm curious, no one's talked about it. Love to get your perspective on the recently passed tick rule by the SEC and what might be the implications, either intended or unintended, for the platform. And then, Sarah, I'm just sort of curious, maybe you covered this in your remarks, it's been a busy morning. You gave a relatively wide implicit range for fourth quarter non-GAAP adjusted expenses. I was wondering, what would frame the high end versus the low end? Thank you very much.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Sure. Yeah, I'll answer the SEC Tick Size Rule, and I'll hand it over to Sarah. So the Tick Size Rule has been an interesting process with the SEC, and we see the rule as having some benefits and then some concerns. Now, in terms from a financial performance perspective, we do not anticipate that the rule will have any material impact on our revenues in our Market Services business. But when we evaluate a rule like that, we really focus on two key parameters. One is just how does it improve the markets for investors and making sure that it really is something that will improve the experience that investors have. And then as part of that, how does it tighten the Nasdaq Best Bid and Offer?

[Adena T. Friedman, Chair and CEO at Nasdaq]

So how does it make it so that the lit markets have a better ability to reflect supply and demand in the National Best Bid and Offer? And so if we unpack the contents of the rule, there are three things. One is the tick sizes. So they're narrowing the tick size to half a penny from a penny for the smaller stocks in our market, and we think that's good. That's good for market price discovery. I think that's good for the markets that we call tick-constrained stocks, where the lit markets, the exchanges, have not been able to really reflect proper supply and demand in these smaller companies. And so that's a benefit to markets.

[Adena T. Friedman, Chair and CEO at Nasdaq]

The second component is just having odd lots be subject to price protection, which is small, but we think that's a positive also for markets. But the one area that we're really focused on, and we've been very consistent in our comments to the SEC, is on the access fees. We had been suggesting and recommending that they look at proportionate changes to access fees. So for those stocks that have a penny tick regime, they should maintain the access fees, and then those that come down to half a penny should have a change in the access fees commensurate. But what they ultimately did was take down all access fees by two-thirds, and that makes it so it's much harder for markets to incentivize lit orders.

[Adena T. Friedman, Chair and CEO at Nasdaq]

And so if we are not able to incentivize the market makers to put their capital into the lit markets, it will widen spreads. It could thin out the book, and that we see as bad for investors. And so we are definitely focused on that. The way, as you know, we have kind of access fees and rebates, it's not gonna have a significant impact on us. It's really gonna have a significant impact on investors. So we wanna make sure that we are assessing that and evaluating that to determine, you know, what kind of next steps we're gonna take there.

[Sarah Youngwood, CFO at Nasdaq]

In terms of the expense piece, first of all, we did tighten it, so we narrowed the range around the same midpoint. If you look at what could make it go lower versus higher, first of all, you have the revenue-related investments, and there is always some variability that can happen in the fourth quarter, and it's a very important quarter in terms of like revenue. The next piece could be the timing of marketing on and on the margin, the timing of investments.

[William Katz, Analyst at TD Cowen]

Thank you.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Thank you. Thank you. And our next question comes from the line of Simon Clinch from Redburn Atlantic. Please go ahead.

[Simon Clinch, Analyst at Redburn Atlantic]

Hi, hi, Adena. Sorry, thanks for taking my question. Just wonder if you could quickly just give a sense or talk to the renewal environment that we're in right now. It sounds like it's pretty good, but then you also referenced the push out of a renewal, I think, for Calypso, by potentially up to two quarters, which doesn't chime with, with... I guess I'm wondering, could you talk about how, you know, what that actually means in terms of the renewal environment? That'd be great.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Yeah, sure. Yeah, that's a very specific situation. So that's a long-standing client, a client that we're actively engaged with. They've actually recently taken an upsell in Calypso, so we know that they are very pleased with the platform. But it really had to do with how they wanted to structure the timing, you know, against their renewal date, and they've just decided to make that decision a little bit closer to their renewal date, as opposed to doing it in advance, well in advance of their renewal date. So there's nothing to read into that situation. It's very specific.

[Adena T. Friedman, Chair and CEO at Nasdaq]

But because of the fact that half the revenue is recognized upfront on these license fees, it does have an impact just on the quarter, and we just wanted to make sure we were very disclosive about that to help you understand kind of how to evaluate Calypso's revenue this quarter. But nothing, nothing to read into it. In general, the renewal environment is strong. You know, we provide mission-critical technologies here. We have very high retention rates across our Fintech solutions, and it's really just a matter of working with the clients and being responsive to them and their needs as they think about their renewal dates.

[Simon Clinch, Analyst at Redburn Atlantic]

Excellent. Thank you very much.

[Operator]

Sure. Thank you. And I'm showing the last question in the queue comes from Brian Bedell from Deutsche Bank. Please go ahead.

[Brian Bedell, Analyst at Deutsche Bank]

Oh, great, thanks. Thanks very much for squeezing me in. I'll be quick. Most of my questions were asked and answered. Just on the Index options business, can you just comment on what you're seeing as the revenue contribution from that coming into 2025, and to what extent are you marketing this to retail, like the online broker platforms?

[Adena T. Friedman, Chair and CEO at Nasdaq]

Okay, great. Well, it has been a really nice grower for us. It's still small contributor to revenue, so I, you know, we love the growth, we love the momentum. It's but it's still a small contributor to the overall Index. I mean, overall options revenues. But, you know, it's, we're hopeful it'll become, obviously, more and more a big contributor to that business. In terms of retail, yes, we are. We are actually the opportunities that we see for the Index options are retail platforms, as you mentioned, and getting them into those major retail platforms. International investors also, and really driving, because we have a lot of demand for our data internationally.

[Adena T. Friedman, Chair and CEO at Nasdaq]

We see a lot of flow coming from international broker-dealers, and we see that as an opportunity to help them, develop their strategies and their hedging, and then also, inclusion in ETFs, so having the Index options be an overlay on ETFs that we think, could be a grower for us as well, so those are the areas that we're most focused on right now.

[Brian Bedell, Analyst at Deutsche Bank]

Great. Thank you very much.

[Operator]

Sure. Thank you. That concludes our Q&A session. At this time, I'd like to turn the call back to Adena Friedman, Chair and CEO, for closing remarks.

[Adena T. Friedman, Chair and CEO at Nasdaq]

Great, thank you. Well, as you heard this morning, Nasdaq continues to drive growth across our business, and as we continue to execute on our One Nasdaq strategy, we're confident that we'll drive additional growth and value for our clients, shareholders, and employees. So thank you for joining, and have a great day.

[Operator]

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

Participants

Executives

• Ato Garrett, SVP of Investor Relation
• Sarah Youngwood, CFO
• Adena T. Friedman, Chair and CEO

Analysts

• Benjamin Budish, Analyst at Barclays
• Patrick Moley, Analyst at Piper Sandler
• Simon Clinch, Analyst at Redburn Atlantic
• Analyst 1
• Brian Bedell, Analyst at Deutsche Bank
• Craig Siegenthaler, Analyst at Bank of America
• Alexander Blostein, Senior Equity Analyst at Goldman Sachs
• Owen Lau, Analyst at Oppenheimer
• William Katz, Analyst at TD Cowen
• Michael Cyprys, Analyst at Morgan Stanley
• Daniel Fannon, Analyst at Jefferies
• Michael Cho, Equity Research Analyst at J.P. Morgan
• Ashish Sabadra, Managing Director and Senior Equity Analyst at RBC Capital Markets