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NASDAQ, INC. 8-K Report, Corporate Update (Jul 21, 2021)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed July 21, 2021
Period End
July 21, 2021
Security
NDAQ
In the record · 2016–202610-K1110-Q328-K133

NDAQ filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 133 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Leadership change8-K · Jul ’22Jul ’22
  4. Material agreement8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed July 21, 2021. Cited figures are marked; the original filing is the authoritative source.

Nasdaq, Inc. (NDAQ) announced on July 21, 2021, that it has entered into an accelerated share repurchase (ASR) agreement with Goldman Sachs & Co. LLC to buy back $475 milliona of its common stock.

This move is part of the company's existing $1.5 billionb share repurchase authorization and is intended to offset dilution to non-GAAP earnings per share resulting from a recent issuance of stock related to the sale of its U.S. fixed income business. The initial delivery of shares is expected on July 23, 2021, with final settlement anticipated in the fourth quarter of 2021, based on a volume-weighted average price. This ASR agreement signals Nasdaq's commitment to enhancing shareholder value by actively managing its share count and mitigating potential earnings dilution.

Investors should note that the final number of shares repurchased is subject to market conditions and potential adjustments, which could impact the exact dilutive effect. The transaction reflects confidence from management in the company's financial position and its ability to generate returns, even while undertaking strategic divestitures.

02—Key points

Key Highlights

  1. Nasdaq entered into an Accelerated Share Repurchase (ASR) agreement to buy back $475 million of its common stock.
  2. The ASR is executed with Goldman Sachs & Co. LLC.
  3. This repurchase is part of Nasdaq's existing $1.5 billion share repurchase program.
  4. The primary stated goal is to offset dilution to non-GAAP earnings per share from a recent stock issuance tied to the sale of the U.S. fixed income business.
  5. An initial delivery of approximately 2,039,940 shares is expected on July 23, 2021.
  6. The final number of shares repurchased will be determined by the volume-weighted average price during the ASR period, less a discount and subject to adjustments.
  7. Final settlement of the ASR is expected to be completed in the fourth quarter of 2021.

03—Questions

Frequently Asked Questions

  1. Why is Nasdaq repurchasing its shares?

    Nasdaq is repurchasing shares through an accelerated share repurchase program to offset the dilution to its non-GAAP earnings per share that resulted from issuing approximately 6.2 million shares of common stock in connection with the sale of its U.S. fixed income business.

  2. How much will Nasdaq spend on this share repurchase?

    Nasdaq will spend $475 million on this accelerated share repurchase agreement with Goldman Sachs.

  3. When will the share repurchase be completed?

    An initial delivery of shares is expected on July 23, 2021. The final settlement of the accelerated share repurchase, where the final number of shares is determined and exchanged, is expected to be completed in the fourth quarter of 2021.

  4. Will the number of shares repurchased be exactly determined at the start of the agreement?

    No, the final number of shares repurchased will be based on the volume-weighted average price of Nasdaq's common stock during the term of the ASR agreement, less a discount, and may be subject to adjustments. This means the exact number of shares will be determined at the end of the repurchase period, not at its initiation.

04—Continue

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