Nasdaq (NDAQ) FY2025 10-K Risk Factors: 15 New, 8 Dropped

What the changes say

Competition now includes financial-services and technology companies, tokenized securities, extended trading hours, and increasingly concentrated customers.
Regulatory exposure is more specific, covering Canadian and European market-data fees, sanctions, broker-dealer capital, and license-revocation risk.
Clearinghouse and counterparty risks are consolidated and expanded to include defaults, collateral shortfalls, liquidity, and billed receivables.
AI risks now cover generative and agentic AI, while new-market and transaction risks emphasize technology, acquisitions, leverage, and dilution.

What changed since the prior 10-K

New

NewRISKS RELATED TO OUR BUSINESS AND
Changes introduced to Nasdaq's products and services to compete effectively may be unsuccessful
Regulatory liberalization, concentrated customers, price competition, and competitors’ platforms, data, partnerships, or acquisitions could weaken Nasdaq’s market position.
NewRISKS RELATED TO OUR BUSINESS AND
We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner
Technology or communications failures, including service interruptions or slower systems, could damage Nasdaq’s reputation, brand, and results.
NewRISKS RELATED TO OUR BUSINESS AND
We are exposed to credit, liquidity and counterparty risks from our clearinghouse operations and third-party relationships that could adversely affect our financial position and results of operations
Nasdaq Clearing and third-party relationships expose Nasdaq to defaults, insufficient collateral or default funds, liquidity shortfalls, and unpaid receivables.
NewRISKS RELATED TO TRANSACTIONAL
Such transactions may be material in size and scope. Our competitors may have greater financial resources than we have to pursue certain acquisitions
Acquisitions, Nasdaq Ventures investments, and other transactions could cause operational failures, dilution, higher leverage, reduced liquidity, or debt-service constraints.
NewRISKS RELATED TO LIQUIDITY AND CAPITAL
If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments
Additional borrowing could impose more restrictive covenants, especially if weaker revenue makes existing financial covenants harder to satisfy.
NewRISKS RELATED TO LEGAL AND REGULATORY
Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations
Audits, investigations, and enforcement actions could produce fines, license restrictions, cease-and-desist orders, or other sanctions across Nasdaq’s regulated businesses.
NewRISKS RELATED TO LEGAL AND REGULATORY
In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses
Future regulatory investigations could impose substantial costs, damage Nasdaq’s reputation, require regulatory-function changes, or revoke operating licenses.
NewRISKS RELATED TO LEGAL AND REGULATORY
In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs
SEC, FINRA, and other rules governing broker-dealer capital, liquidity, debt-to-equity, and withdrawals could constrain Nasdaq’s subsidiaries or harm results.
NewRISKS RELATED TO LEGAL AND REGULATORY
In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission
Canadian approval requirements and fee benchmarks could reduce permitted trading and market-data fees and therefore lower Nasdaq’s revenues.
NewRISKS RELATED TO LEGAL AND REGULATORY
Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin
Unclear European cost-plus-reasonable-margin rules and future EU actions could reduce fees for Nasdaq’s regulated market-data products.
NewRISKS RELATED TO LEGAL AND REGULATORY
We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering
Sanctions, export-control, anti-corruption, and money-laundering violations could be especially damaging because Nasdaq sells financial-crime-management and surveillance technology.
NewRISKS RELATED TO LEGAL AND REGULATORY
Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction
Trade disputes, system failures, unauthorized transactions, or allegedly misleading securities statements could create uninsured or underinsured legal losses.
NewRISKS RELATED TO LEGAL AND REGULATORY
Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject
NewRISKS RELATED TO INTELLECTUAL PROPERTY
We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects
NewGENERAL RISK FACTORS
Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers

Dropped

DroppedRISKS RELATED TO OUR BUSINESS AND INDUSTRY
Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds
DroppedRISKS RELATED TO OUR BUSINESS AND INDUSTRY
We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons
DroppedRISKS RELATED TO OUR BUSINESS AND INDUSTRY
Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business
DroppedRISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS
There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022
DroppedRISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATION
Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations
DroppedGENERAL RISK FACTORS
We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition
DroppedGENERAL RISK FACTORS
Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics
DroppedGENERAL RISK FACTORS
Our businesses operate in various international markets, which are subject to political, economic and social uncertainties

Reworded

90% rewrittenRISKS RELATED TO TRANSACTIONAL
Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities
The risk now omits that industry buyers may have greater resources and gives less detail on Nasdaq Ventures and minority investments.
79% rewrittenRISKS RELATED TO OUR BUSINESS AND
The industries we operate in are highly competitive
The risk adds competition from financial-services and technology companies and proposed tokenized-equity, ETP, and extended-hours offerings.
73% rewrittenRISKS RELATED TO LEGAL AND REGULATORY
Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business
The risk now expressly covers instruments, new market models, and emerging technology as potential sources of disruption.
72% rewrittenRISKS RELATED TO LEGAL AND REGULATORY
We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities
The risk removes the specific discussion of sanctions, export controls, corruption, and money laundering, which appears separately in risk 33.
67% rewrittenRISKS RELATED TO LEGAL AND REGULATORY
The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business
The risk no longer mentions federal appellate challenges to favorable SEC rulings and interpretations.
65% rewrittenRISKS RELATED TO LEGAL AND REGULATORY
MATTERS We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly
The risk adds political developments, digital-asset policy shifts, and changing regulatory and enforcement priorities as sources of uncertainty.
Was: We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly
59% rewrittenRISKS RELATED TO LEGAL AND REGULATORY
Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us
No substantive change; it retains the same critical-infrastructure, cybersecurity, privacy, data-sovereignty, resiliency, cost, and liability concerns.
51% rewrittenRISKS RELATED TO OUR BUSINESS AND
Our AI initiatives and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results
The risk adds agentic AI, changes examples to include financial reporting, removes sustainability, and says market acceptance is evolving.
Was: Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results
43% rewrittenRISKS RELATED TO OUR BUSINESS AND
System limitations or failures could harm our business
39% rewrittenGENERAL RISK FACTORS
If our risk management methods are not effective, our business, reputation and financial results may be adversely affected
38% rewrittenRISKS RELATED TO TRANSACTIONAL
We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future
38% rewrittenRISKS RELATED TO INTELLECTUAL PROPERTY
Our reputation or business could be negatively impacted by evolving and conflicting stakeholder expectations regarding sustainability matters and our reporting of such matters
Was: Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters
33% rewrittenGENERAL RISK FACTORS
Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders
32% rewrittenRISKS RELATED TO TRANSACTIONAL
We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations
27% rewrittenRISKS RELATED TO LEGAL AND REGULATORY
We have self-regulatory obligations and also operate for- profit businesses, and these two roles may create conflicts of interest
23% rewrittenGENERAL RISK FACTORS
Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management
23% rewrittenRISKS RELATED TO LIQUIDITY AND CAPITAL
We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available
22% rewrittenGENERAL RISK FACTORS
In addition, our business operations are heavily concentrated in the east coast of the U.S.; Stockholm, Sweden; Vilnius, Lithuania; and St. John, Canada, among other locations. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses
Was: In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses

All 54 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR BUSINESS AND

01INDUSTRY Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition
02Additionally, during a global economic downturn, or periods of economic, political or regulatory uncertainty, our sales cycle may become longer or more unpredictable due to customer budget constraints or unplanned administrative delays to approve purchases
03The industries we operate in are highly competitive79% rewritten
04Changes introduced to Nasdaq's products and services to compete effectively may be unsuccessfulNew
05System limitations or failures could harm our business43% rewritten
06We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely mannerNew
07We must continue to introduce new products, initiatives and enhancements to maintain our competitive position
08A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues
09If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected
10Our role in the global marketplace positions us at greater risk for a cyberattack
11Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations
12Our AI initiatives and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results51% rewritten
13Failure to attract and retain key personnel may adversely affect our ability to conduct our business
14We are exposed to credit, liquidity and counterparty risks from our clearinghouse operations and third-party relationships that could adversely affect our financial position and results of operationsNew
15Stagnation or decline in the listings market could have an adverse effect on our revenues

RISKS RELATED TO TRANSACTIONAL

16ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions
17We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations32% rewritten
18We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future38% rewritten
19Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities90% rewritten
20Such transactions may be material in size and scope. Our competitors may have greater financial resources than we have to pursue certain acquisitionsNew

RISKS RELATED TO LIQUIDITY AND CAPITAL

21RESOURCES A downgrade of our credit rating could increase the cost of our funding from the capital markets
22We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program
23We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available23% rewritten
24If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instrumentsNew

RISKS RELATED TO LEGAL AND REGULATORY

25MATTERS We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly65% rewritten
26Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulationsNew
27In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licensesNew
28The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business67% rewritten
29In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROsNew
30Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business73% rewritten
31In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities CommissionNew
32Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable marginNew
33We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities72% rewritten
34We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money launderingNew
35Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transactionNew
36We have self-regulatory obligations and also operate for- profit businesses, and these two roles may create conflicts of interest27% rewritten
37Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us59% rewritten
38Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subjectNew
39Changes in tax laws, regulations or policies could have a material adverse effect on our financial results

RISKS RELATED TO INTELLECTUAL PROPERTY

40AND BRAND REPUTATION Damage to our reputation or brand name could have a material adverse effect on our businesses
41We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projectsNew
42Our reputation or business could be negatively impacted by evolving and conflicting stakeholder expectations regarding sustainability matters and our reporting of such matters38% rewritten
43Failure to protect our IP rights, or allegations that we have infringed on the IP rights of others, could harm our brand- building efforts and ability to compete effectively

GENERAL RISK FACTORS

44Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream
45We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock
46Any one of these factors could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes or values
47Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage
48Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliersNew
49Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas
50In addition, our business operations are heavily concentrated in the east coast of the U.S.; Stockholm, Sweden; Vilnius, Lithuania; and St. John, Canada, among other locations. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses22% rewritten
51Because we have operations in numerous countries, we are exposed to currency risk
52If our risk management methods are not effective, our business, reputation and financial results may be adversely affected39% rewritten
53Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders33% rewritten
54Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management23% rewritten

Other Nasdaq 10-Ks

FY2024 10-K risk factors
46 risks
High indebtedness of $9.5 billion and goodwill of $14.0 billion expose the firm to financial and acquisition risks.
Filed Feb 21, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.