NDAQ SEC Filings

Nasdaq, Inc. (NDAQ) reported a strong financial year for 2025, demonstrating robust growth across its key segments. The company highlighted a significant increase in revenues, driven by a strong performance in its Market Services and Financial Technology divisions, with the latter seeing 14% growth in ARR and revenue due to increased client acquisition and product offerings. The Capital Access Platforms also showed resilience, with notable growth in its Index business achieving record inflows and a substantial increase in assets under management. Nasdaq's strategic focus on technology, including AI and cloud integration, continues to shape its operations and product development. The company made significant strides in expanding its data and analytics capabilities, enhancing its financial crime management solutions, and modernizing its market infrastructure. Despite a challenging macroeconomic environment, Nasdaq managed its expenses effectively, resulting in a substantial increase in operating income and net income. The company also continued its commitment to shareholder returns through share repurchases and dividends, underscoring a positive financial trajectory.

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. (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. (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. (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. (NDAQ) reported solid financial results for the third quarter and first nine months of fiscal year 2025, showcasing revenue growth across key segments and improved profitability. Total revenues increased by 3.0% to $1.96 billion for the quarter and 14.3% to $6.14 billion for the nine-month period, demonstrating resilience and growth in its diverse business lines. The company saw strong performance in its Capital Access Platforms and Financial Technology segments, with revenues up 9.1% and 23.3% respectively for the quarter. This growth was driven by robust activity in Data & Listing Services, Index products with record inflows, and accelerated ARR growth in Financial Technology. Market Services, while facing some headwinds in specific areas, delivered record U.S. equity derivatives revenue and volumes, reflecting the company's diversified revenue streams. Profitability also improved significantly, with net income attributable to Nasdaq soaring by 38.4% to $423 million for the quarter and 66.6% to $1.27 billion for the nine-month period, leading to a substantial increase in diluted earnings per share. The company also maintained a strong balance sheet and continued to return value to shareholders through dividends and share repurchases.

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. (NDAQ) reported a strong second quarter and first half of 2025, demonstrating significant revenue growth and improved profitability. Total revenues, less transaction-based expenses, increased by 12.7% for the quarter and 11.7% for the first six months compared to the prior year. This growth was driven across all segments, notably by a 23.3% revenue increase in Market Services, a 9.8% increase in Capital Access Platforms, and a 10.3% increase in Financial Technology. Operating income saw a substantial rise of 34.2% for the quarter and 33.8% for the first half, reflecting effective cost management with total operating expenses remaining largely flat or decreasing year-over-year. Net income attributable to Nasdaq more than doubled year-over-year for the quarter and showed a substantial 85.5% increase for the first half, leading to a significant improvement in diluted earnings per share to $0.78 and $1.46, respectively. The company highlighted its continued listing leadership, record ETP Assets Under Management (AUM), strong ARR growth in Financial Technology, and record U.S. cash equities and derivatives revenue in Market Services. Despite increased headcount and investments in technology, Nasdaq managed its operating expenses effectively, demonstrating operational leverage. The company also returned capital to shareholders through increased dividends and a continued share repurchase program, signaling confidence in its financial health and future prospects.

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. (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. (NDAQ) reported strong financial results for the first quarter of 2025, demonstrating robust revenue growth and improved profitability. Total revenues increased significantly, driven by strong performance across all key segments, particularly Market Services which saw a substantial year-over-year increase. The company also highlighted its continued focus on innovation and client engagement, reflected in an 11% ARR growth for its Financial Technology segment and record performance in its Index business. Nasdaq's operational efficiency is also evident in the reduction of operating expenses, contributing to a significant increase in operating income and net income attributable to Nasdaq.

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. (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. (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. (NDAQ) reported robust performance for the fiscal year ended December 31, 2024, marked by significant revenue growth driven by the integration of its acquired Adenza business and strong performance across its key segments. Total revenues increased by 22.0% to $7,400 million, with revenues less transaction-based expenses growing by 19.4% to $4,649 million. The Financial Technology segment was a key driver of this growth, delivering over 10% ARR growth and a substantial 47.5% increase in segment revenue, largely attributed to the full-year impact of Adenza's regulatory technology and capital markets technology solutions. The company continued to solidify its market leadership in listings, boasting the top U.S. exchange for IPOs by number and proceeds raised, and saw strong performance in its Index business, with exchange-traded product assets under management reaching $647 billion. While facing some headwinds in the U.S. Tape plans and other revenue streams, Nasdaq's strategic focus on technology, particularly in areas like AI and cloud infrastructure, positions it well for future innovation and sustained growth within the evolving global financial system.

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. (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. reported strong revenue growth in its third quarter and the first nine months of 2024, driven by significant expansion in its Financial Technology and Market Services segments. The company's total revenues increased by 31.0% and 21.6% respectively for these periods. This growth was substantially fueled by the integration of the Adenza acquisition, which bolstered the Financial Technology segment with its AxiomSL and Calypso solutions. Operating income saw a modest increase of 3.7% and 4.5% for the respective periods, reflecting higher operating expenses, particularly in compensation, technology, and amortization related to recent acquisitions. Diluted earnings per share decreased year-over-year, largely due to these increased expenses and a shift in tax rates, though non-GAAP measures show a more favorable trend. The company also returned capital to shareholders through dividends and share repurchases, indicating a continued focus on shareholder value.

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. (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. (NDAQ) reported its financial results for the period ending June 29, 2024, with total revenues reaching $1.792 billion for the quarter, a significant increase from $1.433 billion in the prior year period. This growth was primarily driven by strong performance in its Financial Technology and Market Services segments. The company also saw increased operating expenses, influenced by factors such as increased headcount related to the Adenza acquisition and higher technology investments. Net income attributable to Nasdaq for the quarter was $222 million, down from $267 million in the same period last year, leading to a diluted earnings per share of $0.38. Despite the decrease in net income, the company continued to return capital to shareholders, declaring a cash dividend of $0.24 per share. Nasdaq's balance sheet reflects a strong equity position and a manageable debt load, with a focus on strategic capital deployment for long-term growth.

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. (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.

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. (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. reported its first-quarter 2024 financial results, showing a total revenue of $1.674 billion, an increase of 9.2% year-over-year. This growth was primarily driven by the Financial Technology segment, which saw a significant 71.2% revenue increase, largely due to the integration of the Adenza acquisition. The Capital Access Platforms segment also demonstrated solid growth, up 15.4%, supported by strong performance in its Index business. Despite revenue growth, net income attributable to Nasdaq decreased by 22.5% to $234 million, or $0.40 per diluted share, compared to $302 million, or $0.61 per diluted share, in the prior year. This decline is attributed to higher operating expenses, including a substantial increase in interest expense related to financing the Adenza acquisition and higher amortization expenses from acquired intangible assets. The company continued to return capital to shareholders, declaring a quarterly cash dividend of $0.24 per share, a 9% increase from the previous quarter.

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. (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.

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.

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. (NDAQ) reported a strong performance in its 2023 fiscal year, driven significantly by the strategic acquisition of Adenza. The company's revenue, less transaction-based expenses, increased by 8.7% year-over-year to $3.9 billion. This growth was primarily fueled by the Financial Technology segment, which saw a substantial 27.2% revenue increase, largely attributable to the integration of Adenza's solutions. The Capital Access Platforms segment also demonstrated steady growth, with a 5.2% increase in revenue, supported by robust performance in Index and Workflow & Insights. While operating expenses rose by 14.8%, largely due to integration and restructuring costs related to the Adenza acquisition, operating income remained stable. Net income attributable to Nasdaq saw a slight decrease of 5.9% to $1.06 billion, resulting in diluted earnings per share of $2.08. The company also actively managed its capital, with significant proceeds from debt issuance for the Adenza acquisition and continued share repurchases and dividend payments to shareholders. Nasdaq's strategic focus on technology, including AI and cloud migration, positions it for continued growth in the evolving financial landscape.

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. (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.

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. (NDAQ) reported its third-quarter 2023 financial results, demonstrating resilience despite a slight revenue decline year-over-year, primarily driven by a decrease in Market Platforms revenue. However, this was largely offset by strong performance in the Capital Access Platforms and Anti-Financial Crime segments, leading to a 5.6% increase in revenues less transaction-based expenses for the quarter. Net income attributable to Nasdaq remained stable at $294 million, with diluted earnings per share at $0.60. The company highlighted significant strategic progress, including the completion of its acquisition of Adenza on November 1, 2023, a move expected to significantly expand its financial technology offerings. Nasdaq also continued its commitment to shareholder returns, increasing its quarterly dividend by 10% and repurchasing shares under its authorized program. Operationally, Nasdaq continues to focus on its strategic realignment into three core segments: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. While Market Platforms saw a revenue decrease, driven by lower trading services volumes, Capital Access Platforms showed robust growth, particularly in Data & Listing Services and Index revenues. The Anti-Financial Crime segment also posted strong year-over-year revenue growth, underscoring its increasing importance. The company's liquidity position remains strong, supported by operating cash flow and its revolving credit facility, positioning it well to manage its operations and pursue strategic initiatives.

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.

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. reported its financial results for the second quarter and first half of 2023. Total revenues for the second quarter were $1.43 billion, a decrease of 7.7% year-over-year, while revenues less transaction-based expenses increased by 3.6% to $925 million. For the first six months of 2023, total revenues were $2.97 billion, down 3.9%, but revenues less transaction-based expenses grew 3.0% to $1.84 billion. The company's net income attributable to Nasdaq for the second quarter decreased by 13.0% to $267 million, resulting in diluted earnings per share of $0.54. For the first half of the year, net income attributable to Nasdaq was $568 million, a 3.7% decrease, with diluted EPS of $1.15. A significant development during the quarter was the announcement of Nasdaq's agreement to acquire Adenza Holdings, Inc. for $10.5 billion. This acquisition is expected to be transformative for Nasdaq, bolstering its offerings in risk management and regulatory software. The company also continued its capital return program, declaring a cash dividend of $0.22 per share and maintaining an active share repurchase program with $491 million remaining authorization.

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. (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.

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. (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. (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. (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. reported stable total revenues of $1,533 million for the first quarter of 2023, largely in line with the prior year, but showed growth in its Anti-Financial Crime segment and Marketplace Technology. Net income attributable to Nasdaq increased by 6.3% to $302 million, resulting in diluted earnings per share of $0.61, up from $0.57 in the prior year. The company continued to return capital to shareholders, with $98 million in dividends paid and $159 million in share repurchases during the quarter. Management highlighted strong performance in IPOs on The Nasdaq Stock Market and leading volumes in equity options trading. The company is also progressing with its restructuring plan, expecting significant annual run-rate operating efficiencies by 2025. Key financial shifts include a decrease in 'Revenues less transaction-based expenses' for the Market Platforms segment, largely due to a decrease in transaction rebates and higher brokerage, clearance and exchange fees, while the Capital Access Platforms segment saw a slight decline in revenue. Expenses increased due to higher compensation and benefits, computer operations, and occupancy costs, the latter impacted by lease asset impairments. Despite these pressures, the company maintains a healthy liquidity position with sufficient cash flow to meet its operational and financial commitments.

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. (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. (NDAQ) reported its 2022 full-year financial results, showcasing resilience and strategic progress across its diversified business segments. The company generated total revenues of $6.23 billion, an increase of 5.8% year-over-year, with "Revenues less transaction-based expenses" growing by 4.7% to $3.58 billion. This growth was primarily driven by a robust performance in the Anti-Financial Crime segment, which saw revenues surge by 32.5%, and continued expansion in Capital Access Platforms (up 7.4%). The Market Platforms segment, while experiencing a slight dip in net revenue, demonstrated stability. Nasdaq's strategic focus on technology, data, and anti-financial crime solutions positions it well for future growth in the evolving financial landscape. The company emphasized its commitment to innovation, including investments in cloud infrastructure and expanding its anti-financial crime technology to cover the cryptocurrency ecosystem. Nasdaq also highlighted its strong ESG initiatives, achieving carbon neutrality for the fifth consecutive year and receiving improved ESG ratings. Despite a slight decrease in net income attributable to Nasdaq ($1.125 billion, down 5.2% from $1.187 billion in 2021) and diluted EPS ($2.26, down 3.8% from $2.35), the company maintained a solid financial position with healthy cash flow from operations ($1.71 billion) and continued to return value to shareholders through increased dividends and share repurchases.

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.

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.