01—Abstract
Summary
Summary of the 8-K filed May 3, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Nasdaq filed a Resale Prospectus Supplement to register up to 85,608,414 shares of common stock for resale.
- The shares being registered are intended for resale by a identified selling stockholder.
- This filing is a procedural step to provide a legal opinion on the validity of the shares.
- The registration statement was originally filed on Form S-3 (File No. 333-279011).
- The legal opinion and consent were provided by Wachtell, Lipton, Rosen & Katz.
- The filing includes standard exhibits such as the legal opinion, consent, and an XBRL interactive data file.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The primary purpose of this 8-K filing is to formally provide the legal opinion from Wachtell, Lipton, Rosen & Katz regarding the validity of the 85,608,414 shares of Nasdaq common stock that are being registered for resale by a specific selling stockholder.
Does this filing indicate a new offering of shares by Nasdaq?
No, this filing does not represent a new offering of shares by Nasdaq. Instead, it relates to the resale of existing shares by a selling stockholder under a previously established registration statement.
Who is the selling stockholder mentioned in the filing?
The filing refers to 'the selling stockholder identified therein' in the Resale Prospectus Supplement. Specific details about the identity and number of shares held by this selling stockholder would be found within the referenced Resale Prospectus Supplement itself, which is not fully detailed in this 8-K excerpt.
What is the significance of registering shares for resale?
Registering shares for resale allows a stockholder (who may have acquired them through private placement or other means) to sell them in the public market without restrictions. This filing ensures that these shares can be legally traded.
04—Continue