8-KOther EventsExhibits & Filings

NASDAQ, INC. 8-K Report, Corporate Update (Apr 30, 2024)

Filed April 30, 2024For Securities:NDAQ

Summary

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.

Key Highlights

  • 1Nasdaq is filing pro forma financial information for the year ended December 31, 2023, to reflect the impact of the Adenza acquisition.
  • 2The pro forma statements assume the Adenza acquisition and related financing occurred on January 1, 2023.
  • 3For the twelve months ended December 31, 2023, Adenza contributed $583 million in revenue.
  • 4Adenza's GAAP operating income was $174 million, while its non-GAAP operating income was $331 million for the twelve months ended December 31, 2023.
  • 5Non-GAAP operating income excludes $130 million in intangible amortization and $27 million in restructuring costs.
  • 6Nasdaq is also filing a new Registration Statement on Form S-3, expected on April 30, 2024, due to the upcoming expiration of its current S-3 registration.
  • 7The filing includes unaudited pro forma condensed combined financial information as an exhibit.

Frequently Asked Questions

The main purpose is to provide unaudited pro forma financial information for the year ended December 31, 2023, reflecting the impact of Nasdaq's acquisition of Adenza Holdings, Inc. This information is being provided in conjunction with the filing of a new Registration Statement on Form S-3.

The acquisition of Adenza Holdings, Inc. was completed on November 1, 2023.

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023, is prepared as if the Adenza acquisition and its financing had occurred on January 1, 2023. It combines Nasdaq's historical financial data (including two months of Adenza post-acquisition) with Adenza's historical data for the ten months prior to acquisition.

For the twelve months ended December 31, 2023, Adenza's non-GAAP operating income was $331 million. This measure excludes $130 million in intangible amortization and $27 million in restructuring costs. Nasdaq believes this provides investors with greater transparency and supplemental data, offering a clearer view of ongoing operating performance for period-to-period comparisons.