Nasdaq (NDAQ) risk factors: FY2025 10-K
Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-12. 42 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024
6new since FY2024
8reworded
6removed
28unchanged
Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 2 · China 0 · Interest rates 0. Compare across the S&P 500.
RISKS RELATED TO OUR BUSINESS AND
12- Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition.
- The industries we operate in are highly competitive.
- System limitations or failures could harm our business.
- We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.
- A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues.
- Our role in the global marketplace positions us at greater risk for a cyberattack.Cybersecurity
- Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.Cybersecurity
- The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain capacity, reliability and speed required by our business and our regulators, as well as by our customers.reworded
- Our AI initiatives and the use of AI in certain of our existing products may be unsuccessful and may give rise to reputation, or operating results.rewordedAI
- Failure to attract and retain key personnel may adversely affect our ability to conduct our business.
- 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.new
- Stagnation or decline in the listings market could have an adverse effect on our revenues.
ACTIVITIES AND STRATEGIC RELATIONSHIPS
4- We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions.
- 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.
- We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.
- Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant costs or liabilities.reworded
RISKS RELATED TO LIQUIDITY AND CAPITAL
3- A downgrade of our credit rating could increase the cost of our funding from the capital markets.
- Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing.
- 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.
RISKS RELATED TO LEGAL AND REGULATORY
7- 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 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.
- Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business.
- We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities.
- We have self-regulatory obligations and also operate for- profit businesses, and these two roles may create conflicts of interest.
- 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.
- Changes in tax laws, regulations or policies could have a material adverse effect on our financial results.
AND BRAND REPUTATION
4- Damage to our reputation or brand name could have a material adverse effect on our businesses.
- 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.
- Our reputation or business could be negatively impacted by evolving and conflicting stakeholder expectations regarding sustainability matters and our reporting of such matters.reworded
- Failure 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.reworded
GENERAL RISK FACTORS
12- 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.
- which may adversely affect the market price of our common stock.reworded
- which may result in financial loss or reputational damage.new
- Climate and weather related risk may have an 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, weather, and other sustainability- related topics.reworded
- which are subject to political, economic and social uncertainties.new
- Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. andnew
- European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas.new
- Because we have operations in numerous countries, we are exposed to currency risk.
- If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.
- 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.
- exchange rules (including provisions included to addressnew
- 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.reworded
No longer in Item 1A
6Headings in the FY2024 10-K with no match this year.
- 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.
- We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.
- Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business.
- Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage.
- Our businesses operate in various international markets, which are subject to political, economic and social uncertainties.
- Unforeseen 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.
Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.
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