What are the main changes to Nasdaq's tender offers announced in this filing?

Nasdaq has increased the individual principal amount caps for its 2028 and 2052 senior notes, and importantly, has removed the overall $95 million aggregate purchase price cap. This indicates a willingness to repurchase a potentially larger amount of debt than initially planned.

Why is Nasdaq offering to repurchase its own debt?

Companies typically conduct tender offers to repurchase debt for several reasons, including optimizing their capital structure, reducing interest expenses by retiring higher-coupon debt, or managing their leverage. The removal of the price cap suggests a strategic approach to debt management.

What does 'early tender results' mean for investors?

Early tender results indicate the level of participation from noteholders who submitted their notes for repurchase by a certain deadline. This filing provides an update on how much of each series of notes has been tendered early and the pricing for those repurchases.

What are 'acceptance priority levels' and 'proration'?

Acceptance priority levels determine the order in which tenders are accepted if the total amount tendered exceeds the available purchase amount. Proration means that if the total amount of notes tendered at a certain priority level exceeds the remaining purchase capacity, only a portion of each tendered amount will be accepted.

NDAQ 8-K SEC Disclosure

Summary

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.

Key Highlights

1Nasdaq announced early tender results and pricing for its cash tender offers on outstanding senior notes.
2The cap for the 5.350% Senior Notes due 2028 was increased to $83.011 million.
3The cap for the 3.950% Senior Notes due 2052 was increased to $16.989 million.
4Nasdaq removed the previous aggregate purchase price cap of $95 million for the tender offers.
5The tender offers remain subject to acceptance priority levels and proration.
6Detailed information on early tender results and pricing is available in attached press releases (Exhibit 99.1 and 99.2).

NASDAQ, INC. 8-K Report, Corporate Update (Dec 15, 2025)

Summary

Key Highlights

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