NASDAQ, INC. (NDAQ) stock intrinsic value fair value estimate & owner earnings analysis

Nasdaq runs three connected businesses: the exchanges and market-data infrastructure that match stock trades and license market data (Market Services); the listings, index-licensing and investor-relations tools that public companies and asset managers pay for (Capital Access Platforms); and a fast-growing software business that banks and other financial institutions use for anti-financial-crime monitoring, regulatory reporting and trading infrastructure (Financial Technology, built around the November 2023 acquisition of Adenza and the earlier purchase of Verafin). Owner earnings - the cash the business generates after stripping out working-capital swings, stock-based pay, and the capital spending needed just to keep the existing business running - normalized at roughly $2.70-$2.75 per share in 2023 and 2024, the first two years that reflect the larger, transformed company after the Adenza deal closed. The 2025 figure jumped to about $3.60 per share, but a meaningful part of that increase came from a one-time gain on a divestiture, a drop in interest expense as acquisition-related debt was paid down, and an unusually strong year for new stock listings - none of which we assume repeats every year. We used $2.74 per share, the middle of the last three years, as our normalized starting point, rather than extrapolating the elevated 2025 number forward. We treated stock-based compensation as a real cost rather than adding it back, and we let the roughly $300 million a year of additional non-cash amortization created by the Adenza deal flow through into more conservative growth assumptions rather than adjusting today's earnings level - it represents the gradual using-up of an asset already paid for, not a new ongoing cash cost, but the growth it has been supporting won't continue indefinitely. Our base case assumes the recurring, software-like revenue in the financial-technology business keeps growing at a double-digit pace for several more years (it grew 14% in 2025, after nearly doubling in 2024 with Adenza's first full year included), that index-licensing revenue keeps benefiting from growth in assets tracking the Nasdaq-100 and related indexes (up 17% in 2025), and that the exchange and listings business grows more slowly and cyclically, as it always has. We started profit growth at 9% for next year - well below the 32% actually achieved in 2025 - because we don't expect the one-time debt-paydown and divestiture-gain benefits to recur, and let growth cool toward the mid-single digits by year ten. Beyond that, we gave Nasdaq credit for its position as one of a small number of licensed national securities exchanges with a five-decade track record, and assumed only modest, low-single-digit growth continues indefinitely on that basis. This path is worth about $99 per share today. Our bear case reflects that Nasdaq took on roughly $9 billion of debt to fund the Adenza acquisition, still being worked down. If a market downturn or a pullback in bank technology spending arrives before that debt is reduced, the businesses most exposed to sentiment - trading volumes, new stock listings, and the assets tracked by Nasdaq's indexes - could soften together. We modeled profits declining for the first two years and staying roughly flat for several more, with the debt continuing to weigh on results, before a modest recovery. That path is worth about $51 per share. Our bull case assumes the software businesses keep compounding at the double-digit rates they've shown across regulatory technology, capital-markets technology and anti-financial-crime monitoring (each grew between 10% and 22% in 2025), the debt keeps coming down with interest costs falling as they did in 2025, and the new-listings pipeline stays healthy. That path is worth roughly $168 per share. Given the size of the debt taken on for the Adenza deal, and that a meaningful share of recent growth is still working through integration rather than fully proven durable, the margin-of-safety price is set at a substantial discount to our base-case estimate, at around $60, a level that still leaves room even if results land closer to our bear case. One item we could not fully separate out from the filings: the exact split between ongoing subscription revenue and one-time project revenue within the newer software business isn't disclosed with enough precision to model independently, so our software growth assumptions are necessarily approximate.