I was surprised.
Okay.
We can go. Good.
All right. We'll get going here. Welcome to the 2:00 session. My name is Michael Cho. I am an equity analyst here at J.P. Morgan, and we have Nasdaq's CFO, Sarah Youngwood, here with us today for this session. As far as for format, Sarah, we'll do about 20 minutes of fireside Q&A. I'll leave the last 10 minutes or so for audience Q&A. Please think of questions, and we'll go from there. Sarah, thanks for joining us. Thanks for the time, as always. I will kick it off with an easy market question here. I mean, equity markets and listings, I mean, it's been a strong, I guess, growing tailwind heading into the shutdown.
Yeah.
We've had the shutdown. We've emerged on the other side. Maybe you could talk through a little bit about pipeline and what you're seeing and what you're hearing now that we are on the other side of the shutdown.
Yeah. I was most definitely happy to be on that other side and to have that visibility into the year. We're late in the year, but the year is not finished. Importantly, we've had a lot of ingredients that were together as we were finishing 2024 that are here again. I would say it was a productive, despite everything, 2025 that has happened. When you think about the capital raises in dollars, in number of deals that have happened, the performance of the deals in general has been relatively good. The cost of capital is not going up. How fast it goes down is a question. All of those ingredients participate in what we call our IPO Pulse and put us again in a very good position to look at 2026.
Also, when you look at what has happened for us this year, we've had a pretty robust performance in capital access platforms in general, and this was one of the contributors.
Wonderful. Have you, I guess, or issuers and kind of that pipeline, if you think about, we're pretty close to year end.
Yeah.
How do we think about maybe things getting done this year versus things getting pushed out?
There is still activity that is planned for this year, and there is extremely strong pipeline for next year. Not everybody is trying to go in the months of December, or in the rest of November, but there's still some activity that is planned, and we're well positioned. We have a very strong pipeline. What's interesting about the pipeline is it's actually pretty well laid out. Like this morning, I was having breakfast with somebody who is more of a July player. Then you have the March players, and you have the ones that are going right now. People are considering that, obviously, you can't tell what the windows will be, but that there is a year to optimize your timelines.
That's fair. If I could just squeeze one more shutdown question.
Yeah.
Anything else in terms of, you know, outside of the listings business, right? I mean, Nasdaq operates a broad diversified business in a lot of different areas. So anything else just to keep in mind when we think about shutdown and effects that, that anything push outs, anything like that?
No, no material impact from the shutdown for Nasdaq.
Fair enough. Fair enough. And then just staying on pipelines, maybe a different angle to it. I mean, E-ETFs.
Yeah.
And the dual share class of dual shares.
Mm-hmm.
It's been a growing topic in the mutual fund industry. Clearly, Nasdaq is a player in the ETF dual listings as well. Our archive's there as well. Just kind of curious, if we think about that pipeline, and I think maybe there's like close to 100 folks waiting, and that could be hundreds of listings in the years ahead. When we think about economics and maybe the benefits that accrues to Nasdaq, I mean, how would we kind of frame that benefit as that comes to fruition?
Yeah. Taking a step back, this is a very productive idea to be able to have both the mutual fund and the ETF and for people to choose the structure that fits best their objectives. So it's a good thing that we believe that there will be lots of approvals related to that. That opens more business for people like us. We like it. Is that gonna be like a dramatic change in the performance of all of Nasdaq? No. But is it something which we're excited about that we're well positioned for? Absolutely.
Is this, is this something to pay attention, maybe like a 2026 event or 2027 and beyond? I mean, how?
I think it starts in 2026. Again, it's not gonna be like a dramatic shift in the entire performance of Nasdaq, but yet, it's something smart that's happening that is incrementally positive.
Fair. Maybe I'll just stay on, on capital access.
Yeah.
While we're, can we talk about, we talked about listings. maybe we'll talk about the other subsegment in, in data and listings.
Yeah.
Maybe I'll just touch on data for a second. I mean, data's been doing quite well.
Quite.
Recently, you actually highlighted that it'll, you know, it continues to trend well in terms of customer demand and outlook there as well, at least into year end. Can you just help unpack what's really driving that data business and what's really happening underneath that's ultimately benefiting that segment?
Yeah. If you start with the conclusion, we ended up increasing the expectation for the full year for all of CAP, in part because of the strength of data and listing that we are looking at. When we unpack that, we just talked about the listings, but when we look at data, you have got several phenomena. First of all, we have a global franchise, and we are seeing global investors that are very interested in trading in the U.S.. The U.S. remains the deepest, widest capital market that is available, and people want to access it. With 24/5, people want to access it in their daylight hours. It extends beyond the U.S.. For example, we had an announcement with eToro, where they are distributing our data, and this is the Nordic data.
You're seeing that investors who have a bias for their home market are also using Nasdaq data to do so in the Nordics. We're very well positioned. This is the regulated data that I'm speaking about, but we also have excellent non-regulated data where we sell data sets and monetize that. We're very, very good at that, but that doesn't sit in that. In general, we've been able to be viewed as really the gold standard for data, traded data that is real tight, and that is leveraging the trends of retail, globalization, and 24/5.
That's fair. Is there, and I'm sure there's, but I would love to just touch on the data.
Yeah.
That some of the things you're talking about, you talked, you mentioned eToro and the partnership there.
Mm-hmm.
And some, a lot of that is driven with retail interest and ongoing interest in that segment of the market. I mean, so how, if we think about, and maybe your answer's retail's here to stay, but if we think about the other side of that.
Yes.
If things slow down a little, I mean, is there a correlation when we think about trends in data that might go the other way as maybe things normalize more, in that segment?
I think that, after COVID, people were, is retail gonna stay? COVID was some time ago, and retail has stayed. I think that when you're looking, and we're not speaking about market services right now, but when you're looking at the volumes that we are seeing, first half of the year, normal volatility, event-driven, high VIX. Second half of the year, pretty regular environment, and yet we're continuing to see massive volumes, and retail has been a big part of that. We're continuing to see that, we think, as a sustainable trend.
Fair. If I could, switch gears a little bit, I just wanna talk about private markets in general. I really wanna ask about investment in indices, but I'll save that for a second. Maybe Solovis.
Yep.
acquired a few years ago, announced a sale, not too long. May, maybe just talk us through, refresh out kind of the thoughts behind divesting that business and, and the, I don't know if, if the, the gap that, you know, maybe there was no gap that it left, but if I think about private markets and the, the piece that Solovis kind of filled, we can maybe just talk through the logic around divesting that business.
Yeah. This is a process that's not new at Nasdaq that we've done many, many times and over many, many years, which is we always look at our capital allocation internally. As we allocate dollars, we want to make sure that we allocate dollars where we believe the innovation is gonna be most fruitful for our shareholders, and where we are feeling that we are the best position owner for any asset that we own. When you look at Solovis, the synergies with investment were not quite as much. This is the LP versus GP. Whereas you'd think that there is some synergies, it's very, very different. Investment is a great engine. This is where we've decided to focus our investments.
You have got over a thousand allocators who are looking through our investment contributory data across 89,000 strategies. That is a very cemented, very fruitful avenue for us to continue to grow. I am sure many of you in the room are using it and are seeing the value of what I am describing. You are not necessarily consulting with your LP, so you are not seeing that synergy. We were not, either. When we are taking that, we really like the opportunity to serve both public and private markets around the investment asset. In investment, we have been able to now double what we are serving our asset managers, GPs, in terms of private data. We are very much investing in this, and that has a nice link towards also data link, et cetera.
We feel that that's a robust strategy, that we're very excited to have.
That's great. If I, I mean, for folks who are in the room in terms of eVestment, and again, private markets and private markets data particularly is, has been and continues to be a growing theme.
Mm-hmm.
And for folks who are in the, in the room, when we think about eVestment, I mean, historically, I've always come to like public market.
Yep.
Funds, right? And you gotta be in the network, gotta get into the consultants, right? But when we talk about eVestment in the, in a, in a private market data sense, I, and I, and I recognize there's private market data in there, but can you just help us understand, you know, what, what kind of part of the private market and, and kind of data sets that eVestment is, you know, providing today and, and then kind of the, the sourcing of, of that data to, to any extent you can?
Yeah. Private data is not super easy to source. We are doing the hard work of doing interviews and actually getting that data. We are also applying technology, including Gen AI, to it to make our processes very efficient. We have been able to grow the data set, but it is effectively building the equivalent of the eVestment data, but on the private side so that you can actually have a choice in between private and public strategies, which we think converges over time more and more with the regulatory environment. We are also, separate from what we are doing there, distributing other private data. For example, the tape D is a Nasdaq Private Market, which is a venture investment of ours. That is the tape that they do based on the tenders of private shares that they are doing, and we are distributing that.
We already have four clients who have been taking it, and this is just brand new almost. We are definitely creating a data ecosystem around privates, which we think is very complementary. In that particular case, our differentiated advantage is that we already have the distribution, and it is the same buyer who actually wants both.
Fair. Fair. Anything on index or indices along the same conversation? I mean, some other players have announced partnerships and launching various kind of things. Anything on, I mean, clearly Nasdaq is a.
Yeah.
Dominant player in index as well. Just kind of curious if there's anything for us to keep an eye on or maybe not.
You can keep an eye on it, but we don't have yet something to announce. Yes, this is definitely something that would be part of the strategy that we are interested in and working on, but I don't have anything specific that I can announce today.
Fair enough. Verafin, if I, so continuing to sign tier ones and tier twos. I think you've highlighted implementations that are set to, or, that are set to go right now.
Yep.
How do, how does that, and how does that kind of shape the look ahead in terms of the medium-term outlook for Verafin as you have these implementations that are happening as we speak, more tier ones coming online? It feels like there are some tailwinds there.
Mm-hmm.
Not to speak of easier comps as well near term, right? into next year, but just kind of help us frame the outlook for Verafin as, as these things are happening underneath.
Yeah. For a while, we've been very excited about the value that Nasdaq can add to Verafin, which is, we have great credibility and relationships with tier ones, tier twos, et cetera. Then came Adenza, and you also have a lot of potential synergies between that client base and Verafin. It took some time, but we announced, for example, Goldman Sachs last quarter. That's a name that most of you recognize. We had announced Citi about two years ago. In between, we have been announcing, 19, I believe, tier ones and tier twos together. We are really now at the point where we have a real amount of names, but many of them just came live in the last few months. As you know, the time between the signing and implementation is nine to 12 months.
I, but given that some of them were a few months ago, we are starting to be very close to it. That's really at the cadence that you should expect. Implementation gives you a little bit of professional services fees that flows nicely through the revenue, but not quite as fast through the ARR. Then comes the ARR, and that gives you a path towards that medium-term outlook.
With the tier ones and twos coming online, as you said, and, you know, you've kind of exiting some of these longer sales cycles. I understand that the upsell cycles are a little bit shorter.
Mm-hmm.
Than initial. Can you kind of talk through what you're seeing in terms of the upsell?
Yep.
conversations that you're having with the tier ones and twos? I think you've announced a couple or indicated a couple in the past in terms of upsells, but kind of curious, you know, more broadly, how's that initiative going as well?
Yeah. In the ones we have seen generally, you can do an upsell twice as fast as a land, and that's helpful. The other phenomenon that we're starting to see, and this is still at POC stage, so I do not have a proof point I can actually give you, but some of the large tier ones are sometimes looking at more than one POC at the same time. It would be nice to be able to do them literally compressed into one. We do not have a proof point for that happening yet, but that's something that we're starting to see as a new phenomenon as some of the tier ones, by definition, know that they were not first, since we've been talking about it for a few years.
Look, this is the U.S., and then you've got, for the POC, that is in process, in the U.K.. I, and so we look forward to continuing to penetrating Europe. And then you've got also the BioCatch piece, which we think is very interesting.
We'll get to BioCatch in a second.
Be a transition for you.
Thank you. Before we go there, I have one more. Verafin, most of the growth is still driven by the SMB mark, right? And it's been a strong driver for Verafin for years now. If you think about all the newer modules that are coming out with AI and various tools, and, and I'm gonna say things that maybe Nasdaq is better positioned to deploy and invest in than maybe Verafin was 10 years ago, right? The value- add is there. If you think about SMB, I guess two things, adoption and price, like, are those two things accelerating, decelerating, or I'm just kind of curious how, how the, you know, if that core driver of growth is, you know, sustainable longer term?
I would say, and you can look at the words that we have used in all of our earnings. Every time we are talking about a steady contribution, a steady pace, and so they are contributing at pace. They are not accelerating or decelerating. Obviously, it is on a higher base, so that is an immense effort in itself, and it is at a high level of contribution. We feel very good about the fact that we have a very good product for those SMEs, that we are maintaining the relevance to the SMEs. They are particularly appreciative about the Gen AI investments that we have made in the products, starting with the Copilot, but now including agents. We are seeing very high level of adoption, and even BioCatch, sorry, I am coming back to that one, is actually not just for the enterprises, but it is also for the SMEs.
For us to have, not only a good reason to give them pricing, but for us to start the dialogue on what else they can do with us is very important. We have this anchor into their core banking platform, and we're making it worth their while.
Fair enough. I just wanna pause here for a second, make sure I open up for questions. I'll keep going, but if you have questions, please raise your hand and wait for the mic.
Hi, Ram from TD Asset Management. The one question which I keep thinking about is, what is your biggest regulatory threat to the industry?
To the financial crime management.
Yeah, to financial crime management, right? So it's something where you're growing pretty quickly.
Yeah.
Are you thinking about risks, threats, who is coming up, up and coming, and does it become an opportunity in the future?
As far as regulatory threat, honestly, we do not think that is a topic where regulators are gonna say, yes, we love fraud, let's get the fraudsters to win. That, we have not heard anywhere. If anything, the U.S. was actually quite well organized under the Patriot Act even 15 years ago. That is what we have been able to leverage to build the consortium data, which now has over $10 trillion of assets of banks represented across 2,700 banks. Now we are seeing the regulators in Europe going that direction. That is actually the opening that we have in the U.K., and it is coming in other places. In general, I would not see regulatory threat as an issue there. You always have innovation that needs to be something that we work on every day, which we do.
We have the benefit of a moat of data, and we certainly are appreciative of the fact that we are 15 years ahead on that. I do not think you can really catch that one easily. That being said, we are staying on the forefront of innovation because that is what the clients expect. We cannot just rest on our data moat, even though we have it.
Nasdaq recently announced a partnership with BioCatch.
Yes.
Verafin, Verafin, and BioCatch. Maybe one, can you just remind us what, what BioCatch is, for those that are not as familiar, and what exactly this, this partnership entails?
Yeah. If you think about Verafin, we are looking at transactional data, and we are helping to catch the fraud that way. There is another way to catch fraud, which is behavioral and device-related data. If I am holding my iPhone at this angle versus that angle, if I am pressing hard or not, if I am a righty or lefty, if I put it to my ear to take a wiring instruction, there are tons of things I am doing in the way I am behaving with my phone. If you take 3,000 of those behaviors, and you model them, you get BioCatch. BioCatch is helping financial institutions to catch the fraud through that behavioral analysis.
If you are combining their behavioral data with our transactional data and you can integrate them in the same workflow, the Verafin workflow, which is nicely integrated into the core banking platform, that's tremendously valuable for our clients. We have a lot of client interest. We have this partnership with BioCatch to do that together. They also have a great complementary international presence versus ours. We are much stronger in the U.S.. They are much stronger in some of the places where we are not yet as represented. We believe that there are some very nice opportunities that are win-win for both of us.
How would the go-to-market work with this partner? Meaning if you have a Verafin client in the U.S. today, an SMB, I guess, would it be an incremental app? Like, how would that go-to-market work?
We're doing an integration, to be able to effectively visualize the BioCatch data and those alerts into the workflow. That's like a tech integration that we're doing. Once we have it, we make it available. It's, you don't have to go pitch them one by one. It's like an upsell.
When we think about, cross-sell is the right word, right?
Yeah. I mean, I said like an upsell.
Yeah, if we think about the international clients that BioCatch has, and I think.
That's different. We have a trip that's planned with them where a group from Verafin and a group from BioCatch are taking planes, meeting in a particular geography, and pitching together. That's for like larger banks internationally.
Again, you just announced a partnership. The teams are just getting together.
Yeah.
If we think about sales cycle, when we think of international banks that are clients of BioCatch that could potentially become Verafin clients over time, you know, how should we kind of think about sales cycles and, and kind of, you know, opportunity to expand in those areas, given that you just announced the partnership?
I would say any landing of a large, tier one or tier two is not fast. It did not become, come, super fast because of BioCatch. The sales cycles for the SME is much shorter. Once we have done the tech integration, you can see that being much, much faster.
Fair enough.
There's a lot of client interest.
Not next quarter. I have a capital allocation question later, but maybe I'll, since we're talking about BioCatch. I mean, it seems like there's a lot of compatibility in terms of the capability that they bring, the clientele that they bring versus what Verafin has already. I mean, other than saving a few billion dollars, is there benefit to having BioCatch as a third-party partner or is there something more incremental that Nasdaq can leverage if they were, you know, brought in-house theoretically over time?
Right now, we believe that we have a construct where we can get a lot of value and they can get a lot of value from the partnership. It is a very well-structured partnership, that, as you can tell, since there is some tech integration, et cetera, some ability to distribute together, really seems to serve the purpose very well. Now it is up to us to execute.
Fair enough.
Hey, just one question on BioCatch. What proprietary signals are you looking at which you cannot replicate, which you get from BioCatch essentially? Can you essentially combine both of this together and predict some sort of risk earlier?
Everything is possible in life. You can, but analyzing and regressing and doing regressions on, I gave you 3,000 behaviors. It's not to say that it's using a technology that we couldn't do. If we had all the time in the world, we could probably do it. They're doing it great and they're number one at what they do. There is a value today in partnering with a best-in-class player like them.
We have about a minute left. Any final, our last final one on capital, since we kind of touched on that topic. I mean, Nasdaq generates about $2 billion of cash flow a year. The leverage profile has come down considerably. We could debate how further down it's gonna go or not, fine. When there's some modest amount that we remark for dividends, if we think about kind of allocation outside of those things and balancing, you know, organic versus inorganic investments, is there a framework we should have in mind as you kind of approach it, given balance sheet is where it's at today versus, you know, all the other kind of businesses kind of working in concert? Organic and inorganic kind of balance.
Yeah. We always start with organic, and before you get to the $2 billion, we've really funded all of our investments. That number is after we have done that. Then, you've got the dividend, which we would categorize as progressive, and that leaves you with a fair bit of optionality, which we've used so far to deliver. We are right now just about three times, at 3.1 times. We've given an expectation of three times by the end of this year. We have done some share repurchases beyond the employee dilution, even this year. When you try to think about that, I've used a lot of words, which I will repeat today, which is, right now our focus is on organic, and we are also really being very thoughtful between the share repurchases and the debt repurchases.
The math is actually closer than you would think. We analyze different bonds, different maturities, we look at share repurchases. I would say right now we have a fairly balanced approach to all of that. Would we look at a bottom? Of course, why not? We are really always looking at alternatives. Like for example, is the partnership the right way to do it? We do not have one only way to do things. You have seen us doing partnership ventures. Right now we have a lot of organic opportunities in front of us.
Perfect. We'll stop there. Thank you very much, everyone.