NDAQ 8-K Current Reports
NASDAQ, INC. - 351 current reports
NASDAQ, INC. 8-K Report, Material Agreement (Jul 1, 2026)
Nasdaq, Inc. (NDAQ) has announced the execution of an Amended and Restated Credit Agreement, establishing a new $1.5 billion senior unsecured five-year revolving credit facility. This facility, which matures on June 30, 2031, replaces the company's previous credit agreement and provides significant financial flexibility. The new agreement allows for potential increases in commitments by up to $1.0 billion, subject to customary conditions, enabling Nasdaq to pursue strategic growth initiatives such as acquisitions, share repurchases, or the repayment of existing debt. This updated credit facility offers competitive interest rates tied to the company's debt ratings and includes a commitment fee on unused portions. Key covenants are in place, including a financial covenant based on a Leverage Ratio not exceeding 3.75 to 1.00 (with temporary flexibility for acquisitions), alongside customary negative covenants. The ability to access this substantial liquidity pool underscores Nasdaq's strong financial position and its commitment to managing its capital structure effectively to support its ongoing business objectives.
NASDAQ, INC. 8-K Report, Shareholder Vote Results (Jun 16, 2026)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing the outcomes of its 2026 Annual Meeting of Shareholders held on June 10, 2026. The meeting saw shareholders overwhelmingly approve key corporate governance and financial matters. All twelve director nominees were elected, and the company's executive compensation plan received advisory approval. Furthermore, the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified by a significant majority. These results indicate strong shareholder confidence in the current leadership and financial oversight of Nasdaq. The high voting percentages for director elections and executive compensation suggest alignment between management and its investors on strategic direction and compensation practices. The ratification of the auditor also reinforces the transparency and integrity of Nasdaq's financial reporting processes.
NASDAQ, INC. 8-K Report, Financial Results (Apr 23, 2026)
Nasdaq, Inc. (NDAQ) has filed a Form 8-K on April 23, 2026, reporting its financial results for the first quarter of 2026. The filing primarily serves to disseminate the company's earnings press release and related presentation materials. Investors seeking detailed financial performance metrics should refer to Exhibit 99.1, the press release announcing Q1 2026 results, which is incorporated by reference. In addition to the financial results, the report also announces the declaration of a quarterly cash dividend, detailed in Exhibit 99.2. This indicates continued commitment to returning capital to shareholders. The company has also made earnings presentation slides available on its website, offering further insights into its performance and outlook.
NASDAQ, INC. 8-K Report, Financial Results (Jan 29, 2026)
Nasdaq, Inc. (NDAQ) has filed an 8-K report on January 29, 2026, disclosing its financial results for the fourth quarter and full fiscal year of 2025. The company also announced the declaration of a quarterly cash dividend. Investors should refer to the press releases attached as exhibits to this filing for detailed financial performance and dividend information. This report serves as a key update on Nasdaq's operational and financial standing for the period ending December 31, 2025. The information provided in this 8-K is primarily intended for informational purposes regarding Nasdaq's financial condition and dividend declarations. While the press releases contain specific financial data, this report itself does not include detailed financial statements but rather incorporates them by reference. Investors looking for in-depth analysis of Nasdaq's 2025 performance and future shareholder returns should consult the referenced exhibits.
NASDAQ, INC. 8-K Report, Bylaw Amendment (Jan 16, 2026)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing significant updates to its corporate governance documents, specifically its Certificate of Incorporation and By-Laws. These changes, approved by shareholders in June 2025 and subsequently by the SEC, aim to modernize Nasdaq's internal operating procedures and legal framework. Key among these are the introduction of limited officer exculpation in the company's charter and several amendments to the By-Laws, including modernized advance notice provisions, enhanced operational flexibility for the Board of Directors, and the adoption of a forum selection by-law. These updates reflect Nasdaq's proactive approach to corporate governance, aligning with evolving regulatory requirements and best practices. Investors should note that the Charter Amendment provides for limited exculpation of officers, a measure intended to protect them from certain liabilities, while the By-Laws Amendments focus on streamlining corporate procedures and compliance. The forum selection by-law is particularly noteworthy, designating Delaware or federal courts as the exclusive venue for specific legal claims, which can impact the ease and cost of litigation for shareholders. These changes, effective January 14, 2026, are designed to ensure Nasdaq operates efficiently and in compliance with current corporate law and SEC regulations.
NASDAQ, INC. 8-K Report, Corporate Update (Dec 15, 2025)
Nasdaq, Inc. (NDAQ) has announced the early tender results and pricing for its cash tender offers on certain outstanding senior notes. The company increased the aggregate principal amount cap for its 5.350% Senior Notes due 2028 to $83.011 million and for its 3.950% Senior Notes due 2052 to $16.989 million. Importantly, Nasdaq has also removed the previously established aggregate purchase price cap of $95 million for these tender offers, providing greater flexibility in managing its debt.
NASDAQ, INC. 8-K Report, Corporate Update (Dec 1, 2025)
Nasdaq, Inc. (NDAQ) has announced the commencement of cash tender offers for certain of its outstanding senior notes, aiming to purchase up to an aggregate of $95 million in principal amount. The offers are structured with specific sub-caps, prioritizing the repurchase of its 5.350% Senior Notes due 2028 (up to $80 million) and its 3.950% Senior Notes due 2052 (up to $10 million). This initiative signals Nasdaq's proactive management of its debt structure and capital allocation. Investors holding these specific notes should review the tender offer details, including acceptance priority and potential proration, as participation could offer an opportunity to exit positions at a premium or reduce exposure to certain debt instruments. The tender offers are subject to various conditions and are part of Nasdaq's broader strategy to optimize its financial leverage and capital resources.
NASDAQ, INC. 8-K Report, Financial Results (Oct 21, 2025)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing its third-quarter 2025 financial results and announcing a quarterly cash dividend. While the full financial details are not within the 8-K itself but rather in the attached press release (Exhibit 99.1), investors can infer that the company is providing an update on its operational performance and financial condition for the period ending September 30, 2025. The report also signifies ongoing shareholder returns through the declaration of a new dividend, indicating management's confidence in the company's financial stability and future prospects. The accompanying press release and presentation slides, available on Nasdaq's website, will contain the specific metrics and commentary on the quarter's performance. Investors should review these supplemental materials for a comprehensive understanding of revenue, profitability, and any forward-looking statements. The dividend declaration, detailed in Exhibit 99.2, is a key takeaway for income-focused investors, reflecting Nasdaq's commitment to returning capital to shareholders.
NASDAQ, INC. 8-K Report, Financial Results (Jul 24, 2025)
Nasdaq, Inc. (NDAQ) filed an 8-K report on July 24, 2025, to disclose its financial results for the second quarter of 2025. The report incorporates by reference a press release detailing these results. Additionally, the filing announced the declaration of a quarterly cash dividend, also detailed in a separate press release included as an exhibit. Investors should refer to the press releases for specific financial performance metrics and dividend information. The company also posted presentation slides for its second quarter earnings on its website, intended for use in its earnings presentation. While the information is furnished, it is important to note that it is not deemed 'filed' for the purposes of the Securities Exchange Act of 1934 unless expressly incorporated by reference in other filings.
NASDAQ, INC. 8-K Report, Shareholder Vote Results (Jun 16, 2025)
Nasdaq, Inc. (NDAQ) filed an 8-K report detailing the outcomes of its 2025 Annual Meeting of Shareholders, held on June 11, 2025. Key decisions included the election of all twelve director nominees, the approval of executive compensation on an advisory basis, and the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2025. Shareholders also approved an amendment to the company's charter to allow for limited exculpation of officers. Investor confidence remains strong, as evidenced by the overwhelming support for director elections and the ratification of the auditor. The advisory vote on executive compensation also passed, indicating general shareholder satisfaction with the company's compensation practices. The approval of officer exculpation suggests a move towards enhanced corporate governance and risk management, which is generally viewed positively by investors.
NASDAQ, INC. 8-K Report, Financial Results (Apr 24, 2025)
Nasdaq, Inc. (NDAQ) has filed a Form 8-K on April 24, 2025, to report on its first-quarter 2025 financial results and related disclosures. The filing incorporates by reference a press release issued on the same date, which details the company's performance for the period ending March 31, 2025. Investors should review this press release for specific financial metrics, including revenue, earnings, and key operational achievements or challenges during the quarter. Additionally, the report announces the declaration of a quarterly cash dividend, signaling Nasdaq's continued commitment to returning capital to shareholders. The associated press release, also furnished with this filing, will contain details regarding the dividend amount, record date, and payment date. This information is crucial for income-focused investors and those tracking Nasdaq's capital allocation strategy.
NASDAQ, INC. 8-K Report, Executive Changes (Mar 12, 2025)
Nasdaq, Inc. (NDAQ) has filed an 8-K detailing new long-term employment agreements for key executives, including CEO Adena T. Friedman, President Tal Cohen, and CTO Bradley J. Peterson. These agreements, effective through early 2030 for Friedman and Cohen and early 2028 for Peterson, aim to retain critical leadership talent by outlining compensation structures, including base salaries, significant annual bonus opportunities, and substantial equity awards. The new agreements supersede previous arrangements and reflect Nasdaq's commitment to securing its executive team's continuity and performance. Of particular note are the provisions for severance and retirement. The agreements detail enhanced severance packages in the event of termination without cause or for good reason, with provisions also covering "change in control" scenarios offering increased benefits. Retirement terms are also outlined, allowing for advance notice and continued compensation and benefits through specified periods. These contractual terms provide clarity and security for both the executives and the company, signaling stability in Nasdaq's senior leadership.
NASDAQ, INC. 8-K Report, Corporate Update (Feb 25, 2025)
Nasdaq, Inc. (NDAQ) has announced the early tender results and subsequent pricing for its cash tender offers to repurchase a portion of its outstanding senior notes. The aggregate principal amount for these offers has been increased to $218,053,000, up from the initial $200,000,000 cap, indicating a proactive approach to managing its debt structure. This move suggests Nasdaq may be seeking to optimize its capital structure, potentially by retiring higher-cost debt or opportunistically taking advantage of favorable market conditions. Investors should note that the tender offers cover specific tranches of notes due in 2028, 2034, and 2052, with varying interest rates. The early tender results and pricing announcements are critical as they provide insights into the company's debt management strategy and its willingness to deploy capital towards debt reduction. While this action can be seen as a positive signal of financial health and strategic debt management, it also implies a significant cash outflow for the company.
NASDAQ, INC. 8-K Report, Corporate Update (Feb 10, 2025)
Nasdaq, Inc. (NDAQ) has announced the initiation of cash tender offers for its outstanding notes, aiming to repurchase up to an aggregate principal amount of $200 million. The offers are specifically targeting three series of senior notes: the 5.350% Senior Notes due 2028 ($40 million limit), the 5.550% Senior Notes due 2034 ($50 million limit), and the 3.950% Senior Notes due 2052 ($110 million limit). These tender offers represent a proactive capital management strategy by Nasdaq, potentially signaling a move to optimize its debt structure and reduce future interest expenses. Investors holding these specific notes should pay close attention to the tender offer details, including pricing, expiration dates, and any proration terms, as outlined in the accompanying press release. The company's decision to repurchase these notes could influence the market perception of its financial health and future capital allocation priorities. While not an offer to sell securities, the tender offers themselves indicate Nasdaq's active engagement in managing its debt obligations.
NASDAQ, INC. 8-K Report, Financial Results (Jan 29, 2025)
Nasdaq, Inc. (NDAQ) has filed an 8-K report on January 29, 2025, detailing its financial results for the fourth quarter and full fiscal year of 2024. The report primarily serves to furnish the press release containing these results, which was issued on the same date. Investors should refer to the press release (Exhibit 99.1) for comprehensive details on the company's operational performance and financial condition during the period. Additionally, the filing announces the declaration of a quarterly cash dividend, as detailed in a separate press release (Exhibit 99.2). This filing allows investors and the market to access Nasdaq's latest financial performance metrics and understand the company's capital allocation decisions. While the 8-K itself is largely a notification of these disclosures, the attached exhibits are crucial for a thorough understanding of Nasdaq's 2024 year-end financial standing and its outlook, as communicated by the company. Investors are encouraged to review both press releases for a complete picture of Nasdaq's financial health and dividend policy.
NASDAQ, INC. 8-K Report, Financial Results (Oct 24, 2024)
Nasdaq, Inc. (NDAQ) filed an 8-K on October 24, 2024, primarily to report its third-quarter 2024 financial results and to announce the declaration of a quarterly cash dividend. The press releases detailing these events are attached as exhibits and provide the core information for investors. While the 8-K itself does not contain the detailed financial figures, it serves as the official notification and reference point for Nasdaq's Q3 2024 performance and its commitment to shareholder returns through dividend payments. Investors should refer to the attached press releases (Exhibit 99.1 and 99.2) for specific financial metrics and dividend details.
NASDAQ, INC. 8-K Report, Executive Changes (Sep 6, 2024)
Nasdaq, Inc. (NDAQ) has announced a significant organizational change regarding Brendan Brothers, Executive Vice President and Head of Financial Crime Management Technology. Effective immediately, Mr. Brothers will transition from his current executive role to serve as a senior strategic advisor to the Company. This advisory position is expected to continue at least through December 31, 2024, suggesting a planned transition period and a continued, albeit different, contribution from a key executive. Investors should monitor how this shift impacts the leadership and strategic direction within the Financial Crime Management Technology division.
NASDAQ, INC. 8-K Report, Corporate Update (Jul 30, 2024)
This 8-K filing from Nasdaq, Inc. (NDAQ) reports on the completion of a secondary offering of approximately 41.6 million shares of common stock by a selling stockholder, Argus Seller, LP. Importantly, Nasdaq, Inc. did not receive any proceeds from this offering. The transaction involved an underwriting agreement with Goldman Sachs & Co. LLC and was conducted under an existing shelf registration statement. In connection with the offering, Nasdaq also completed a repurchase of 1.2 million shares of its common stock from the same selling stockholder. This repurchase is part of the company's ongoing share repurchase program and is intended to offset employee dilution. Investors should note that while the company facilitated the secondary offering, it did not directly benefit financially from the sale of shares. The repurchase activity, however, demonstrates continued commitment to share buybacks.
NASDAQ, INC. 8-K Report, Financial Results (Jul 25, 2024)
Nasdaq, Inc. (NDAQ) has filed an 8-K report on July 25, 2024, to disclose its financial results for the second quarter of 2024 and announce the declaration of a quarterly cash dividend. While the 8-K itself does not contain the detailed financial figures, it directs investors to accompanying press releases (Exhibit 99.1 and 99.2) for this information. These documents, also furnished on July 25, 2024, are crucial for understanding Nasdaq's recent performance and its commitment to returning capital to shareholders. Investors should refer to the press releases attached as exhibits for specific details regarding Nasdaq's Q2 2024 operational and financial performance, including any key metrics, revenue growth, profitability, and guidance. The declaration of a quarterly cash dividend indicates continued confidence in the company's financial stability and its strategy to reward shareholders. The filing also notes the use of presentation slides (Exhibit 99.1) for earnings discussions, which are available on Nasdaq's website, providing further context for investors.
NASDAQ, INC. 8-K Report, Shareholder Vote Results (Jun 14, 2024)
This 8-K filing from NASDAQ, INC. (NDAQ) details the outcomes of its 2024 Annual Meeting of Shareholders, held on June 11, 2024. The most critical information for investors is that all twelve director nominees were overwhelmingly elected, and the company's executive compensation plan received advisory approval. This indicates strong shareholder confidence in the current board and executive remuneration strategies. Additionally, the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2024 was ratified, reinforcing established audit practices. However, a key takeaway for shareholders is the rejection of the shareholder proposal titled "Special Shareholder Meeting Improvement." This outcome suggests that a significant portion of shareholders did not support changes to the meeting's structure or governance as proposed, highlighting a divergence in views on certain governance matters.
NASDAQ, INC. 8-K Report, Corporate Update (May 3, 2024)
Nasdaq, Inc. (NDAQ) has filed a Current Report on Form 8-K, primarily to disclose the filing of a Resale Prospectus Supplement. This supplement, filed on May 3, 2024, relates to a previously established automatic shelf registration statement and registers up to 85,608,414 shares of the Company's common stock for resale by a specific selling stockholder. The primary purpose of this 8-K filing is to include the legal opinion from Wachtell, Lipton, Rosen & Katz, confirming the validity of these shares being offered for resale.
NASDAQ, INC. 8-K Report, Corporate Update (Apr 30, 2024)
Nasdaq, Inc. (NDAQ) has filed a Current Report on Form 8-K to provide updated pro forma financial information following its acquisition of Adenza Holdings, Inc., which closed on November 1, 2023. This filing is in preparation for a new Registration Statement on Form S-3, intended to replace an expiring one. The provided unaudited pro forma financial data for the year ended December 31, 2023, illustrates the combined financial performance as if the Adenza acquisition had occurred at the beginning of the fiscal year.
NASDAQ, INC. 8-K Report, Financial Results (Apr 25, 2024)
Nasdaq, Inc. (NDAQ) has filed an 8-K report on April 25, 2024, to announce its financial results for the first quarter of 2024. The report primarily incorporates by reference the press release detailing these results, along with slides made available for their earnings presentation. Investors can find comprehensive details regarding Nasdaq's performance in Q1 2024 within the attached press release (Exhibit 99.1). Additionally, the filing announces the declaration of a quarterly cash dividend. This update provides crucial information for shareholders, offering insights into the company's operational performance and its commitment to returning value through dividends. Investors should refer to the referenced exhibits for specific financial figures and dividend details.
NASDAQ, INC. 8-K Report, Corporate Update (Mar 22, 2024)
This 8-K filing from Nasdaq, Inc. (NDAQ) confirms the completion of a public offering of 31,000,000 shares of the Company's common stock. These shares were sold by Borse Dubai Limited, identified as the Selling Stockholder, not by Nasdaq directly. Importantly, Nasdaq, Inc. did not receive any proceeds from this sale, indicating it was a secondary offering by an existing shareholder. The offering was conducted under Nasdaq's effective shelf registration statement and was underwritten by Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. The filing also includes an opinion from Wachtell, Lipton Rosen & Katz regarding the validity of the shares, which is incorporated by reference into Nasdaq's registration statement. Investors should note that this event primarily affects the share distribution and liquidity in the market rather than directly impacting Nasdaq's balance sheet or operational revenue through capital infusion.
NASDAQ, INC. 8-K Report, Material Agreement (Mar 20, 2024)
This 8-K filing by Nasdaq, Inc. (NDAQ) on March 20, 2024, details a significant development involving Borse Dubai Limited's sale of a substantial portion of its Nasdaq shares. Specifically, Borse Dubai has entered into an underwriting agreement to sell approximately 26.96 million shares, with an option for underwriters to purchase an additional 4.04 million shares, subject to closing conditions expected around March 22, 2024. This transaction does not directly impact Nasdaq's financials as the proceeds will go to the selling stockholder.
NASDAQ, INC. 8-K Report, Financial Results (Jan 31, 2024)
Nasdaq, Inc. (NDAQ) filed an 8-K on January 31, 2024, to report its financial results for the fourth quarter and full fiscal year ended December 31, 2023. The filing incorporates by reference a press release (Exhibit 99.1) detailing these results and a separate press release (Exhibit 99.2) announcing a quarterly cash dividend. Investors should refer to the attached press releases for specific financial performance metrics and dividend information. The primary purpose of this 8-K is to disseminate material financial information and dividend declarations to the public in a timely manner. While the filing itself is brief, it directs investors to the comprehensive financial and dividend details presented in the accompanying press releases, which are crucial for understanding the company's recent performance and capital allocation decisions.
NASDAQ, INC. 8-K/A Report, Regulation FD Disclosure (Jan 17, 2024)
Nasdaq, Inc. (NDAQ) filed an 8-K/A amendment on January 17, 2024, primarily to furnish investors with a presentation detailing the historical financial results of Adenza. This presentation, made available on Nasdaq's investor relations website, includes information previously undisclosed and will be utilized for investor meetings and general marketing. The filing also incorporates key financial statements related to the Adenza acquisition. Specifically, the amendment includes audited consolidated financial statements for Adenza for the fiscal years 2022 and 2021, as well as unaudited statements for the nine and three-month periods ending September 30, 2023, and 2022. Furthermore, pro forma condensed combined financial information as of September 30, 2023, and for the year ended December 31, 2022, and the interim period ended September 30, 2023, is provided. This comprehensive financial disclosure is crucial for investors to assess the financial impact and performance of the Adenza acquisition.
NASDAQ, INC. 8-K Report, Material Agreement (Nov 3, 2023)
This 8-K filing by Nasdaq, Inc. (NDAQ) announces the completion of its mergers and details the material definitive agreements entered into as a result. A significant outcome is the issuance of Nasdaq common stock to Seller (Adenza Parent, LP and Thoma Bravo), who now holds approximately 15% of outstanding shares. This transaction has resulted in a new Stockholders' Agreement and a Registration Rights Agreement, which outline specific rights and restrictions for the Seller parties regarding their Nasdaq holdings. Key provisions include lock-up periods for the transferred shares, with 50% released at six months and the remaining 50% at 18 months post-closing. The Seller parties also gain the right to nominate one director to Nasdaq's Board, provided they maintain at least a 10% ownership stake. Furthermore, registration rights have been granted to the Seller, allowing them to demand the registration of their stock for sale under certain conditions, and to participate in future Nasdaq offerings. These agreements aim to govern the relationship and ensure orderly market entry for the newly issued shares.
NASDAQ, INC. 8-K Report, Financial Results (Oct 18, 2023)
Nasdaq, Inc. (NDAQ) filed an 8-K on October 17, 2023, reporting on its third-quarter 2023 financial results and dividend declaration. The company issued a press release on October 18, 2023, detailing its Q3 financial performance and announced the declaration of a quarterly cash dividend. These announcements, including the earnings press release and dividend information, were made available to investors, with the press releases attached as exhibits to the filing. Investors should note that while the information provided is intended to be informative, certain sections, particularly those related to the financial results press release and Regulation FD disclosure, are furnished and not deemed "filed" under SEC rules. This means they are not automatically incorporated into Nasdaq's other SEC filings unless explicitly referenced. However, these documents provide key updates on the company's operational and financial condition for the third quarter of 2023 and its commitment to returning capital to shareholders.
NASDAQ, INC. 8-K Report, Executive Changes (Sep 1, 2023)
This SEC filing announces a significant leadership change in Nasdaq's finance department. Effective December 1, 2023, Sarah Youngwood will assume the role of Executive Vice President and Chief Financial Officer, replacing Ann M. Dennison, who will depart on the same date after serving in an advisory capacity. Ms. Youngwood brings extensive financial experience from her previous roles at UBS and JPMorgan Chase, most notably as Group Chief Financial Officer at UBS and CFO of JPMorgan Chase's Consumer & Community Banking segment. Investors should note the comprehensive compensation package for Ms. Youngwood, including a substantial base salary, target bonus, and significant equity awards totaling $16 million ($6 million in April 2025 and $10 million upon commencement), with a mix of performance share units and restricted stock units. The filing also details Ms. Dennison's separation terms, which include an 18-month base salary and target bonus severance, continued vesting of certain equity awards, and other benefits, underscoring a structured transition. The appointment of a CFO with a strong background in large financial institutions like UBS and JPMorgan Chase could signal a strategic focus on financial operations and potentially cost management or growth initiatives. The compensation structure for Ms. Youngwood, particularly the performance-based equity, aligns her incentives with long-term company performance.
NASDAQ, INC. 8-K Report, Financial Results (Jul 19, 2023)
Nasdaq, Inc. (NDAQ) filed a Form 8-K on July 19, 2023, primarily to report its financial results for the second quarter of 2023. The report incorporates by reference a press release (Exhibit 99.1) detailing these financial outcomes. Additionally, the filing announces the declaration of a quarterly cash dividend via a separate press release (Exhibit 99.2). Investors should note that while these financial results are being disclosed, the information furnished under Item 2.02 and Item 7.01, including the press release on financial results, is considered "furnished" rather than "filed" under SEC regulations. This distinction is important for legal and regulatory purposes, but the content still provides crucial insights into the company's recent performance and shareholder return policies.
NASDAQ, INC. 8-K Report, Material Agreement (Jun 28, 2023)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing significant financing activities to support its previously announced acquisition of Adenza Holdings, Inc. The company completed substantial public offerings of senior notes in both U.S. dollars and Euros, raising a total of approximately $500 million, $1 billion, $1.25 billion, $750 million, $750 million, and €750 million across various maturity dates and interest rates. These proceeds, along with other debt and cash on hand, are intended to fund the cash consideration for the Adenza acquisition, repay existing debt of Adenza, and cover related expenses. In conjunction with these note offerings, Nasdaq also entered into a $600 million unsecured Term Loan Credit Agreement, which has not yet been funded but is available to further finance the acquisition and related costs. The company has also terminated its previously arranged bridge loan facility, signaling confidence in the current financing structure. The filing also outlines conditions under which the notes would be subject to special mandatory redemption if the acquisition does not close.
NASDAQ, INC. 8-K Report, Shareholder Vote Results (Jun 27, 2023)
This 8-K filing from NASDAQ, INC. (NDAQ) details the outcomes of its 2023 Annual Meeting of Shareholders held on June 21, 2023. The report indicates strong shareholder support for the election of all eleven director nominees and the ratification of Ernst & Young LLP as the independent registered public accounting firm. Additionally, shareholders approved the company's executive compensation on an advisory basis and voted to hold future advisory votes on executive compensation annually. However, a shareholder proposal seeking an independent Board Chairman was not approved. The voting results provided exclude excess shares ineligible to vote due to a 5% voting limitation outlined in the company's charter. Overall, the meeting reflected solid shareholder confidence in the current board and auditor, with a clear preference for annual advisory votes on executive pay.
NASDAQ, INC. 8-K Report, Corporate Update (Jun 23, 2023)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing significant financing activities. On June 20, 2023, the company announced its intention to launch concurrent offerings of senior notes denominated in both U.S. dollars and Euros. The report, filed on June 22, 2023, provides pricing details for these offerings, which are expected to close on June 28, 2023, subject to customary conditions. This strategic move involves issuing a substantial aggregate principal amount across various maturities in USD, with interest rates ranging from 5.650% to 6.100%. Additionally, a Euro-denominated offering of €750,000,000 at a 4.500% interest rate due 2032 has been priced. These offerings are being conducted under Nasdaq's existing registration statement on Form S-3, and the company has entered into underwriting agreements with major financial institutions, including Goldman Sachs and J.P. Morgan, for these transactions.
NASDAQ, INC. 8-K Report, Material Agreement (Jun 20, 2023)
Nasdaq, Inc. (NDAQ) has filed a Current Report on Form 8-K detailing significant updates related to its previously announced acquisition of Adenza Holdings, Inc. The filing includes an amendment to Nasdaq's credit agreement, specifically adjusting financial covenants to accommodate the acquisition. This amendment allows for an increased maximum leverage ratio, which is a crucial step in financing the substantial transaction. The report also provides key financial information for Adenza Group, Inc., the target company, including audited financial statements for fiscal years 2021 and 2022, and interim unaudited statements for the period ending March 31, 2023. Additionally, Nasdaq has included unaudited pro forma condensed combined financial statements, offering investors a view of the potential financial impact of the acquisition upon its completion. These filings are essential for understanding the financial framework and potential integration of Adenza into Nasdaq's operations.
NASDAQ, INC. 8-K Report, Material Agreement (Jun 12, 2023)
Nasdaq, Inc. (NDAQ) announced a significant strategic move by entering into a definitive Agreement and Plan of Merger to acquire Adenza Holdings, Inc. The transaction, valued at approximately $10.5 billion, involves a combination of cash and Nasdaq's common stock. Specifically, Nasdaq will issue approximately $4.75 billion worth of its stock and pay $5.75 billion in cash, subject to adjustments, to acquire 100% of Adenza. This acquisition is expected to be funded through a combination of equity and approximately $5.7 billion in bridge loan financing arranged by Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. The acquisition of Adenza, a company affiliated with funds managed by Thoma Bravo, L.P., marks a substantial expansion for Nasdaq, particularly within the financial technology sector. Nasdaq's Board of Directors has unanimously approved the merger agreement. The transaction is subject to customary closing conditions, including regulatory approvals such as the expiration of the Hart-Scott-Rodino waiting period, and is anticipated to close within 12 months, with potential for a three-month extension.
NASDAQ, INC. 8-K Report, Executive Changes (Apr 21, 2023)
Nasdaq, Inc. (NDAQ) announced a significant leadership realignment through an 8-K filing on April 20, 2023. Effective immediately, the Board of Directors has appointed Tal Cohen and P.C. Nelson Griggs to the role of President, Nasdaq, Inc. These appointments are in addition to their existing divisional leadership roles, with Mr. Cohen continuing as Division President, Market Platforms, and Mr. Griggs as Division President, Capital Access Platforms. This move sees Nasdaq's President and CEO, Adena Friedman, relinquish her President title, though she will retain her positions as Chair and CEO. This restructuring appears to distribute executive responsibilities more broadly within the senior leadership team, potentially allowing for greater focus on specific business segments and demonstrating a clear succession plan for key operational leadership. Investors should monitor how this enhanced divisional leadership structure impacts Nasdaq's strategic execution and operational performance moving forward.
NASDAQ, INC. 8-K Report, Financial Results (Apr 19, 2023)
Nasdaq, Inc. (NDAQ) filed an 8-K on April 19, 2023, primarily to report its first quarter 2023 financial results and announce a quarterly cash dividend. The company issued a press release detailing its financial performance for the quarter, which is attached as an exhibit. Additionally, Nasdaq posted presentation slides for its Q1 2023 earnings on its website, providing further context for investors. This filing is important for investors seeking to understand Nasdaq's recent financial health and capital allocation decisions. The press release for the Q1 results will contain key financial metrics, and the dividend declaration signals the company's commitment to returning value to shareholders. Investors should review the attached press release (Exhibit 99.1) for a comprehensive understanding of the Q1 2023 performance.
NASDAQ, INC. 8-K Report, Financial Results (Jan 25, 2023)
Nasdaq, Inc. (NDAQ) filed an 8-K on January 25, 2023, to report its financial results for the fourth quarter and full fiscal year of 2022. The filing primarily incorporates by reference a press release (Exhibit 99.1) detailing these results, alongside presentation slides (Exhibit 99.2) that offer updated supplemental recast financial information reflecting the company's previously announced business unit reorganization. This reorganization now comprises three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. Additionally, the report announces the declaration of a quarterly cash dividend (Exhibit 99.3), signaling continued commitment to returning value to shareholders. Investors should note that while the press release and supplemental financial information are furnished, they are not considered 'filed' for regulatory purposes unless expressly incorporated into other filings. The updated recast financial information is available on Nasdaq's website and is intended to help investors analyze the impact of the new segment reporting on historical performance.
NASDAQ, INC. 8-K Report, Corporate Update (Dec 19, 2022)
This 8-K filing from Nasdaq, Inc. (NDAQ) announces a significant leadership transition within its Board of Directors. Effective January 1, 2023, current President and CEO Adena T. Friedman will assume the role of Board Chair, in addition to her existing executive responsibilities. This move consolidates top leadership under Ms. Friedman, aligning strategic direction across both operational and governance functions. The filing also notes that Michael R. Splinter, the outgoing Board Chair, will continue to serve on the Board as the Lead Independent Director, ensuring continuity and experienced oversight.
NASDAQ, INC. 8-K Report, Material Agreement (Dec 16, 2022)
Nasdaq, Inc. (NDAQ) has filed an 8-K report detailing an amendment to its Stockholders’ Agreement with Investor AB, effective December 14, 2022. The key change is the reinstatement of Investor AB's right to propose one nominee for Nasdaq's Board of Directors. This nominee, currently Johan Torgeby, will serve until Nasdaq's 2024 annual meeting, or until earlier termination. The agreement also reinstates standstill restrictions, which limit Investor AB's actions concerning Nasdaq shares. These reinstated provisions, including the board representation and standstill restrictions, will terminate under specific conditions. These conditions include Investor AB's ownership falling below 10% of Nasdaq's common stock, Nasdaq entering into or undergoing a change of control, Investor AB withdrawing its nomination request, or Nasdaq indicating it will not support Investor AB's board nominee. This amendment signals a renewed formal relationship with a significant shareholder and may provide some stability or governance clarity for the company.
NASDAQ, INC. 8-K Report, Material Agreement (Dec 16, 2022)
On December 16, 2022, Nasdaq, Inc. (NDAQ) announced the entry into an amended and restated credit agreement, establishing a new $1.25 billion senior unsecured five-year revolving credit facility. This facility replaces their previous agreement from December 2020 and provides Nasdaq with significant financial flexibility. The proceeds can be used for general corporate purposes, including acquisitions, debt repayment, and share repurchases, demonstrating management's proactive approach to capital management and strategic growth initiatives. The new credit facility offers favorable interest rates tied to the company's debt ratings, with options for Benchmark Loans (SOFR-based) or alternative base rates. It also includes a notable sustainability-linked component, allowing for potential interest rate adjustments based on achieving specific environmental, social, and governance (ESG) targets, reflecting Nasdaq's commitment to sustainable business practices. The agreement matures on December 16, 2027, with an option to increase the facility by up to $750 million, providing substantial room for future capital needs.
NASDAQ, INC. 8-K Report, Executive Changes (Dec 9, 2022)
This 8-K filing from Nasdaq, Inc. (NDAQ) announces the resignation of a key board member, John David Rainey, effective February 28, 2023. Mr. Rainey is departing to assume the role of Executive Vice President and Chief Financial Officer at Walmart Inc. Importantly, the filing clarifies that his resignation is not due to any disagreement with Nasdaq's management or board.
NASDAQ, INC. 8-K Report, Regulation FD Disclosure (Nov 8, 2022)
This 8-K filing by Nasdaq, Inc. (NDAQ) primarily serves to provide investors with additional unaudited supplemental recast financial information. This information is designed to help stakeholders understand the impact of Nasdaq's previously announced organizational restructuring, which will see the business units consolidated into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. This new structure is slated to be effective by the end of the fourth quarter of 2022. The company is furnishing recast financial data for the periods 2017-2019, in addition to the previously provided data for 2020-2022. This extended historical view is intended to aid investors in analyzing the effects of these segment reporting changes on Nasdaq's historical financial results, aligning with the upcoming reporting practices for the fourth quarter and full year 2022 results.
NASDAQ, INC. 8-K Report, Financial Results (Oct 19, 2022)
Nasdaq, Inc. (NDAQ) filed an 8-K on October 19, 2022, to report its third-quarter 2022 financial results and announce the declaration of a quarterly cash dividend. The company provided its Q3 2022 earnings press release as an exhibit, detailing its financial performance for the period. This filing also included supplemental recast financial information for 2020-2022, reflecting a previously announced organizational restructuring into three new business divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. This recast information is intended to help investors analyze historical results under the new segment structure, which will be effective by the end of Q4 2022. Investors should note that while the Q3 earnings and dividend information are presented, the detailed financial figures are contained within the attached press release (Exhibit 99.1) and dividend announcement (Exhibit 99.3). The company also made presentation slides available on its website. The segment reporting changes signify a strategic shift in how Nasdaq will present its future financial performance, providing a clearer view of its distinct business operations.
NASDAQ, INC. 8-K Report, Corporate Update (Sep 28, 2022)
Nasdaq, Inc. (NDAQ) announced a significant organizational restructuring through an 8-K filing on September 28, 2022. The company is consolidating its business units into three distinct divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. This strategic move is intended to better align Nasdaq with the fundamental shifts occurring in the global financial system and address the evolving needs of its diverse client base. The new structure aims to enhance operational efficiency and better position Nasdaq to capitalize on emerging market trends and opportunities.
NASDAQ, INC. 8-K Report, Executive Changes (Jul 25, 2022)
Nasdaq, Inc. (NDAQ) announced the election of Mr. Johan Torgeby to its Board of Directors, effective July 19, 2022. Mr. Torgeby is an independent director and will serve on the Finance Committee. His appointment is a standard governance update, but his background as President and CEO of Skandinaviska Enskilda Banken AB (SEB) is noteworthy given Nasdaq's existing business relationships with SEB. Investors should be aware that SEB is a client of Nasdaq, utilizing various products and services, and also acts as a lender and underwriter for Nasdaq's financial activities. While these transactions are described as being in the ordinary course of business, the aggregate financial value is substantial. The company emphasizes that Mr. Torgeby was not selected based on any special arrangements, and his compensation will follow Nasdaq's standard non-employee director policy.
NASDAQ, INC. 8-K Report, Financial Results (Jul 20, 2022)
This 8-K filing from Nasdaq, Inc. (NDAQ) primarily announces two significant corporate actions: the results of its second quarter 2022 financial performance and a 3-for-1 stock split effective July 19, 2022. While the financial results were released on July 20, 2022, the core of this filing details the operationalization of the stock split, which was approved by shareholders and subsequently the SEC. The stock split, structured as a stock dividend, will provide shareholders with two additional shares for every one share held as of August 12, 2022, with trading expected to commence on a split-adjusted basis by August 29, 2022. This announcement is crucial for investors as it signals a strategic move to increase share liquidity and potentially make the stock more accessible. The filing also notes the declaration of a quarterly cash dividend, which, in conjunction with the stock split, aims to enhance shareholder returns. Investors should review the accompanying press releases for detailed financial performance and dividend information.
NASDAQ, INC. 8-K Report, Corporate Update (Jun 30, 2022)
Nasdaq, Inc. (NDAQ) announced that its wholly-owned subsidiary, NASDAQ Futures, Inc. (NFX), received a "Wells Notice" from the Commodity Futures Trading Commission (CFTC) staff. This notice indicates a preliminary determination by the CFTC staff to recommend an enforcement action against NFX regarding alleged violations of the Commodity Exchange Act and CFTC rules between July 2015 and October 2018. It is important for investors to understand that a Wells Notice is not a formal charge or a final decision of wrongdoing, but rather an indication that the CFTC staff believes there is sufficient evidence to recommend further action. NFX is a non-operational subsidiary, and its former futures exchange business was sold in November 2019. All remaining open interest in NFX contracts was migrated to other exchanges in 2020, and NFX ceased operations thereafter. NFX intends to respond to the Wells Notice and contest the CFTC staff's position. While the potential for an enforcement action exists, the historical nature of the alleged violations and the divestiture of the relevant business mitigate immediate operational or financial risks to Nasdaq, Inc. itself. However, potential future penalties or reputational impacts, though currently speculative, should be monitored.
NASDAQ, INC. 8-K Report, Executive Changes (Jun 28, 2022)
This 8-K filing from Nasdaq, Inc. (NDAQ) reports on two primary events: the execution of a new employment agreement with Chief Information and Chief Technology Officer, Bradley J. Peterson, and the outcomes of the company's 2022 Annual Meeting of Shareholders. The new employment agreement for Mr. Peterson extends through December 31, 2025, with a guaranteed base salary of no less than $650,000 annually, a target bonus of no less than $975,000, and annual equity awards with a target value of at least $2.5 million. The agreement also outlines specific severance packages in various termination scenarios, including provisions for termination without cause, for good reason, and in connection with a change in control, alongside standard benefits and restrictive covenants.