Good day. Welcome to the Nasdaq, Inc. Annual Meeting of Shareholders. I would now like to turn the conference over to Adena Friedman, Chair and CEO. Please go ahead.
Good morning, ladies and gentlemen. The 2026 Annual Meeting of Shareholders of Nasdaq, Inc. is hereby convened and called to order. My name is Adena Friedman, Chair of the Nasdaq Board, CEO of Nasdaq, and Chair of this meeting. On behalf of the Board of Directors of Nasdaq, welcome to Nasdaq's 2026 Annual Meeting of Shareholders. We appreciate your attendance, your interest, and your support of Nasdaq. We're holding our Annual Meeting virtually. We have adopted a series of procedures that we believe provides shareholders with the same rights and opportunities to participate in this meeting as they would at an in-person meeting.
Please note that if we experience technical issues such as the loss of audio or webcast connection, we ask that shareholders and guests stand by and allow us time to try to resolve the issue and resume the meeting or otherwise provide an update related to the meeting. If we expect to be able to resolve the situation, I will adjourn the meeting. The meeting will be reconvened in the same virtual format at a specified time and date that will be announced. If we cannot resolve the situation, the polls will be closed immediately. Votes received prior to the time the polls were closed will be counted. The meeting will not be reconvened. The results will be announced publicly. Finally, if you need technical assistance during the meeting, please call the phone numbers displayed on the meeting welcome login page.
We have technicians available to assist you. The meeting is being recorded and will be available for replay on our website. I am pleased to inform you that members of the Board of Directors are in attendance at this meeting, including Mike Splinter, our Lead Independent Director. In addition, certain members of our Management Committee are present at the meeting, including John Zecca, EVP and Chief Legal, Risk and Regulatory Officer. Sarah Youngwood, EVP and Chief Financial Officer. Jeremy Skule, EVP and Chief Strategy Officer, Executive Chair of Financial Crime Management Technology, and Bryan Smith, EVP and Chief People Officer. Representatives from Ernst & Young LLP, the company's independent auditor, and from Broadridge Financial Solutions, the Inspector of Election, are in attendance as well. The representatives from Ernst & Young are available to answer any questions you may have during the Q&A session.
I will now proceed with the meeting formalities. I will ask John Zecca, Chief Legal, Risk, and Regulatory Officer to make his report.
Thank you, Adena. I present proof by affidavit that notice of the meeting has been duly given and that a notice of internet availability of proxy materials has been mailed on or about April 24th, 2026, to every shareholder of record as of April 13th, 2026. As of the April 13th, 2026, record date, there were 565,542,993 shares of Nasdaq common stock outstanding, subject to the voting limitation in our certificate of incorporation that generally prohibits a holder from voting in excess of 5% of the total voting power of Nasdaq. I also report that the Board of Directors has appointed Broadridge Financial Solutions to act as the Inspector of Election at this meeting and at any adjournments hereof, and to count and examine all votes. The Inspector of Election has filed with me a report of inspector that a quorum is present at this meeting.
Finally, I would like to remind you that certain statements in today's presentation and during the Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press releases and periodic reports filed with the SEC state.
Thank you, John. There being a quorum present, we will proceed with the business of the annual meeting. At this time, I will ask our Lead Independent Director, Mike Splinter, to make a few remarks about the meeting procedures.
Thank you, Adena. Hello, I'm Mike Splinter, the Lead Independent Director of the Board of Directors. The agenda and meeting rules that will govern the meeting are available on the virtual meeting website. As the agenda notes, there are three matters for consideration by shareholders. No other business will be presented at this meeting, although time has been set aside for a question- and- answer session. Questions may be submitted during the meeting through the Q&A box on the virtual meeting website. We encourage you to submit any applicable questions that you may have. Also, if there are any shareholders or proxy holders present who have completed proxies on the virtual meeting website and have not submitted their vote, please do so at this time or prior to the polls closing. In accordance with the instructions in the proxy statement and using the virtual meeting website.
I will hand the meeting back over to Adena Friedman to provide her remarks on the company at this time. Adena?
Thank you, Mike. The global financial system is entering a period of accelerated change with unprecedented momentum in the capital markets. Artificial intelligence is accelerating rapidly, poised to reframe the way entire industries operate. Tokenization of capital markets assets creates new opportunities to modernize market infrastructure and drive seamless global capital flows. Geopolitical shifts and a more dynamic trading environment are now changing how capital moves and how risk is managed, which are driving powerful demand for resilient, trusted infrastructure. The regulatory environment remains complex, and financial crime is becoming more sophisticated, underscoring the need for more effective solutions to protect the financial system. These dynamics create new challenges as well as significant opportunities for Nasdaq and our clients. We are ready to welcome a new wave of innovative companies as they go public in the AI era.
Additionally, as the financial system becomes more interconnected and globally accessible in a real-time, always-on manner, our role as a trusted transformation partner becomes even more critical. Today, Nasdaq is the leading technology platform that powers the world's economies. We architect the world's most modern markets by delivering scalable and agile infrastructure, enabling deeper liquidity across markets globally. We power the innovation economy by providing access to capital and scale to leading inventors and entrepreneurs, while integrating proprietary data and investment products that enable investors to allocate capital with confidence. We build trust in the financial system by delivering advanced intelligence solutions that help institutions detect risk early, respond with precision, and protect the integrity of their operations. Our global technology platform uniquely positions us to lead in the AI era. At its foundation, our integrated solutions embedded directly into our clients' critical workflows.
Our gold standard data powers our solutions, generated across the full life cycle of the financial system and activated to deliver tangible, bespoke value to our clients. Our clients consist of an expansive network of corporates, institutional investors, financial institutions, markets, and regulators across the globe. Finally, our One Nasdaq Operating Model gives us the engineering excellence to scale innovation and deliver consistently everywhere we operate. We enter 2026 from a position of strength, grounded in record performance and disciplined execution. In 2025, we delivered strong organic growth across all of our divisions. We surpassed $5 billion in annual revenue for the first time in our history, achieved solutions revenue of $4 billion, and our annualized recurring revenue reached $3.1 billion. To put the scale of our transformation into perspective, in 2025, we generated $2.9 billion in operating income.
That is equivalent to our total net revenue just from five years ago. Our performance has translated into an exceptional financial profile. In 2025, we delivered a 56% non-GAAP operating margin, $2.2 billion in free cash flow, and 109% free cash flow conversion. Additionally, we returned $616 million in repurchases of our common stock and $601 million in quarterly dividends to you, our shareholders, in 2025. The reconciliations to these non-GAAP measures and others throughout my remarks can be found on our IR website at ir.nasdaq.com. Let me highlight the performance across our three divisions. Our Capital Access Platforms division generated 10% revenue growth, driven by record index inflows, as well as new IPOs, data sales, and strong bookings growth, a testament to our ability to connect innovation to investment. We also reinforced our role as the home to the most impactful companies of the 21st century economy.
For the seventh consecutive year, Nasdaq was the top U.S. exchange for IPOs by proceeds raised, with more than $24 billion in proceeds. We achieved a 72% win- rate among eligible operating company IPOs, including Medline, the largest IPO of 2025. We delivered a record $1.2 trillion in listing transfers, the strongest year ever for our switch program. This included Walmart's transfer to Nasdaq, which marked the largest exchange switch ever completed, in addition to other major switches, including Shopify, Kimberly-Clark, and Thomson Reuters. Our index franchise achieved a record $99 billion net inflows in 2025, exiting the year with ETP AUM of $882 billion, an all-time high. This is underpinned by our franchise's new product strategy, launching 122 new products in 2025, including 60 international products and 32 in the institutional insurance annuity space.
Our Financial Technology division delivered 11% revenue growth and 12% ARR growth, driven by strong cross-sells and deepening client relationships. Across our platform, we now serve more than 3,800 clients, including all of the GSIBs, demonstrating our role as a trusted technology partner. This momentum has translated into meaningful results. We achieved 291 new clients, 462 up-sells, and 25 cross-sells in 2025, underscoring our ability to expand our reach while strengthening existing client relationships. Turning to our Market Services division, where we delivered record net revenues for U.S. equities and U.S. options of $1.2 billion, reflecting 17% growth. In 2025, we announced plans to lead the transition to always-on markets, starting with 23/5 trading on the Nasdaq Stock Market, expected to launch on December 6th, 2026. This development will help evolve the public markets to expand access and continuity while also protecting investors and market integrity.
Looking ahead, we introduced three new growth pillars at our 2026 Investor Day: Expand, Evolve, and Transform, which underpin the growth opportunities across our divisions. We are expanding our existing solutions with new clients and in new geographies while deepening our presence in the markets where we have a strong presence today. Within our Financial Technology division, starting at the end of 2023, we established a goal to reach $100 million in cross-sell run- rate revenue by the year-end 2027. As of our Investor Day in February 2026, we announced our progress- to- date, achieving $45 million towards our goal. In listings, we're continuing to amplify our efforts in both the U.S. and the Nordics to be the market of choice to innovators worldwide. In our data business, we're capitalizing on structural trends such as the rise in retail participation, while accelerating international expansion.
In our index business, we continue to broaden product innovation and distribution, with 36% of 2025 flows coming from products launched in the last five years. We're evolving our solutions through new technologies, strategic partnerships, and modern delivery models that enhance how we serve clients and accelerate how we bring innovation to market. This includes embedding AI into core workflows across our product suite, for which we're already seeing strong client engagement. For example, in Corporate Solutions, 74% of our IR Insight users and 51% of our BoardVantage users are using our AI-powered tools. Alongside this, our index business is leveraging AI to accelerate product creation, with 238 new products launched over the last two years, underscoring our ability to innovate at scale. In addition, we're forming strategic partnerships with industry leaders to add new capabilities to our products.
For example, Nasdaq Verafin partnered with BioCatch last September to incorporate BioCatch's behavioral and device intelligence into Verafin's fraud detection platform. We're also partnered with Baton Systems and Talos to integrate with Calypso to create next-generation risk management and collateral management solutions in a world of tokenized assets. Finally, we're transforming our solutions, developing new capabilities that extend beyond our traditional offerings, broadening our addressable markets, and positioning us at the forefront of structural changes to the financial system. These new capabilities will address the digitization of assets, the evolution of market structure, including always-on markets, and the increasingly critical role of AI in decision-making. For example, Nasdaq Verafin launched its Agentic AI Workforce, a suite of digital workers that automate client workflows in 2025. The workforce has already been deployed by over 500 clients and will support similar solutions across surveillance and AxiomSL.
Additionally, we expect to provide early benefits of our token design in the first half of 2027, which aims to put issuers at the center of ownership rights in a tokenized equity world. We also see significant opportunities to transform the private markets through support with price discovery, due diligence, and performance benchmarking. Together, these three growth pillars position us to capture durable long-term growth by scaling our core strengths, accelerating innovation, and helping shape the future of global markets. This could not be a more transformational time for the global financial markets, one that Nasdaq is uniquely positioned to lead. Over the last year, we delivered outstanding results across all three divisions, executed on our goals, and set the stage for the next phase of our growth.
As we progress through 2026, we remain confident in our ability to execute on the new strategic pillars and to continue creating value for our shareholders. Thank you for your continued support of Nasdaq. Ato? Are there any questions?
We're showing no questions at this time to the proposals.
Okay. Well, thank you, Ato. We will now proceed with the vote on these three matters. [My iPods item]. Shareholders who have not yet voted or wish to change their vote may do so at this time, in accordance with the instructions provided in the proxy statement. Please remember that if you already voted prior to the meeting, it is not necessary to vote again at this time. It is now 8:16 A.M. Eastern Time. The polls are open for all proposals. If there are shareholders who still desire to vote during the virtual meeting using the virtual meeting website, let me start again. It is now 8:16 A.M. Eastern Time. The polls are open for all proposals. If there are shareholders who still desire to vote using the virtual meeting website and the instructions described in the proxy statement.
If you've already voted, you do not need to vote again. We will leave the polls open for one minute to allow any shareholders who have not voted to vote at this time. We appreciate your patience during this period, during which there will be silence. The polls will continue to remain open for another 30 seconds. It is now 8:18 A.M. Eastern Time. The polls are now closed for all proposals. No further voting shall be permitted. We will now take questions that have been submitted prior to or during the Annual Meeting through our virtual meeting website and in accordance with the instructions in the proxy statement and our meeting rules. Ato, are there any questions?
Yes, we are showing a couple of questions. First question, how many people are attending the virtual meeting today?
Our records show that approximately 16 shareholders and 280 guests are attending the meeting virtually. In addition, our Board and a number of Management Team members are attending in person.
Good. We are showing no additional questions at this time.
Thank you, Ato. We will now proceed to the announcement of the preliminary results. Our Inspector of Elections, Mr. Tony Corradiao of Broadridge Financial Solutions, has provided me with the preliminary voting results, which I will now present. The preliminary voting results are as follows. Proposal one, each of the 12 Director nominees have been duly elected. Proposal two, the compensation of our named Executive officers on an advisory basis has been approved. Proposal three, the appointment of E&Y as our independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified. We expect to report the final results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. This concludes the official business portion of the meeting.
I want to thank you all for attending today's meeting and for the interest you have shown in Nasdaq. Since there is nothing further to come before the meeting, I will declare this meeting adjourned as of 8:20 A.M. Eastern Time. Thank you