NDAQ

EX-99.1

2 earningsrelease3q26ex-991.htm

EX-99.1

EarningsRelease 3Q26 (EX-99.1)

1

Exhibit 99.1

NEW YORK, October 22, 2026 - Nasdaq, Inc. (Nasdaq: NDAQ) today

reported financial results for the third quarter of 2026.

Adena Friedman, Chair and CEO said,

“Nasdaq’s third quarter performance

demonstrates the strength and

momentum of our business, with new

milestones achieved across all three

divisions, including record Index net

inflows, record FinTech ARR growth, and

the establishment of Nasdaq Digital

Liquidity Networks within Market

Services.

Markets are evolving towards an AI-

driven, Always-On future that is

increasingly integrated across asset

classes and geographies. Nasdaq is

shaping the next generation of market

infrastructure while expanding our growth

opportunities and enhancing the value we

deliver to our clients and shareholders.”

•Third quarter 2026 net revenue1 was $1.5 billion, an increase of 13%

over the third quarter of 2025, or 14% on an organic2 basis. Solutions

revenue3 increased 17%, or 18% on an organic basis.

•Annualized Recurring Revenue (ARR)3,4 of $3.4 billion increased 12%

on a reported basis over the third quarter of 2025, or 14% on an organic

basis. Annualized SaaS revenue increased 12%, or 16% on an organic

basis, and represented 38% of ARR.

•Financial Technology revenue was $529 million, an increase of 16% on

both a reported and organic basis over the third quarter of 2025.

•Index revenue of $286 million grew 39% on both a reported and organic

basis over the third quarter of 2025, with $141 billion of net inflows over

the trailing twelve months, including $49 billion in the third quarter of

2026.

•GAAP diluted earnings per share in the third quarter of 2026 was $0.96,

an increase of 31% over the third quarter of 2025. Non-GAAP5 diluted

earnings per share in the third quarter of 2026 was $1.04, an increase of

18% on a reported basis over the third quarter of 2025, or 19% on an

organic basis.

•In the third quarter of 2026, the company returned $173 million to

shareholders through dividends and $323 million through repurchases of

common stock.

Third Quarter 2026 Highlights

Sarah Youngwood, Executive Vice

President and CFO said, “Nasdaq

delivered excellent third quarter results,

headlined by outstanding Solutions

revenue growth, continued operating

leverage, and strong EPS growth.

Our durable business model and

disciplined execution underpin our capital

allocation strategy that prioritizes funding

investments in long-term growth while

returning more than $1.7 billion to

shareholders year to date through share

repurchases and dividends.”

(US$ millions, except per share)

3Q26

YoY change %

Organic2

YoY change %

Adjusted2 YoY

change %

Solutions revenue

$1,172

17%

18%

18%

Market Services net revenue

$309

2%

2%

2%

Net revenue

$1,481

13%

14%

14%

GAAP operating income

$732

25%

Non-GAAP operating income

$843

15%

16%

16%

ARR

$3,365

12%

14%

14%

GAAP diluted EPS

$0.96

31%

Non-GAAP diluted EPS

$1.04

18%

19%

19%

2

FINANCIAL REVIEW

•Third quarter 2026 net revenue was $1.5 billion, reflecting 13% growth on a reported basis

versus the prior year period, or 14% growth on an organic basis.

•Solutions revenue was $1.2 billion in the third quarter of 2026, an increase of 17% versus the

prior year period, or 18% on an organic basis. Performance in the quarter reflected strong

growth across Capital Access Platforms and Financial Technology. Capital Access Platforms

revenue growth was 20% year-over-year on both a reported and organic basis. Financial

Technology revenue growth was 16%, on both a reported and organic basis.

•ARR was $3.4 billion as of the third quarter of 2026, growing 12% year-over-year on a

reported basis, or 14% on an organic basis. The difference between total reported and organic

ARR growth results from the impact of divestitures, which were excluded from ARR in the prior

year period. Financial Technology ARR growth was 18% on both a reported and organic basis,

and Capital Access Platforms ARR growth was 8% on both a reported and organic basis.

•Market Services net revenue was $309 million in the third quarter of 2026, up 2% on both a

reported and organic basis versus the prior year period.

•Third quarter 2026 GAAP operating expenses were $749 million, an increase of 3% versus

the prior year quarter. Non-GAAP operating expenses were $638 million, up 9% versus the

prior year quarter, or 12% on an organic basis. The increases were primarily driven by higher

compensation and benefits costs from our strong revenue execution and increased

investments in technology to drive long-term growth. On a GAAP basis, the increase was

partially offset by lower general and administrative expenses, primarily due to a favorable legal

settlement, and lower restructuring charges.

•Cash flow from operations was $521 million in the third quarter, enabling the return of capital

through Nas

EX-99.1

2 earningsrelease2q26ex-991.htm

EX-99.1

EarningsRelease 2Q26 (EX-99.1)

1

Exhibit 99.1

NEW YORK, July 23, 2026 - Nasdaq, Inc. (Nasdaq: NDAQ) today

reported financial results for the second quarter of 2026.

Adena Friedman, Chair and CEO said,

“Nasdaq delivered an outstanding second

quarter, defined by new records and

milestones. We delivered double-digit

growth across all three divisions,

surpassed $1 trillion in Index ETP AUM,

and listed SpaceX, the largest IPO in

exchange history.

As the forces reshaping global finance

accelerate, from AI and market

modernization to the increasingly

complex regulatory and risk environment,

Nasdaq's role as our clients' trusted

transformation partner positions us for

sustained leadership. We are confident in

our ability to capture the opportunity

ahead and deliver durable, long-term

value for our clients and shareholders.”

•Second quarter 2026 net revenue1 was $1.5 billion, an increase of 15%

on both a reported and adjusted2 basis over the second quarter of 2025.

Solutions revenue3 grew 17% on both a reported and adjusted basis.

•Annualized Recurring Revenue (ARR)3,4 of $3.3 billion increased 11%

on a reported basis over the second quarter of 2025, or 12% on an

organic basis2. Annualized SaaS revenue increased 12%, or 15% on an

organic basis, and represented 38% of ARR.

•Financial Technology revenue was $539 million, an increase of 16%

over the second quarter of 2025, or 15% on an organic basis.

•Index revenue of $271 million grew 38% or 35% on an adjusted basis

over the second quarter of 2025, with $109 billion of net inflows over the

trailing twelve months, including $51 billion in the second quarter of

2026.

•GAAP diluted earnings per share in the second quarter of 2026 was

$0.89, an increase of 14% over the second quarter of 2025. Non-GAAP5

diluted earnings per share in the second quarter of 2026 was $1.07, an

increase of 25% on both a reported and adjusted basis over the second

quarter of 2025.

•In the second quarter of 2026, the company returned $174 million to

shareholders through dividends and $356 million through repurchases of

common stock. The company also net repaid $162 million of debt in the

quarter.

Second Quarter 2026 Highlights

Sarah Youngwood, Executive Vice

President and CFO said, “Nasdaq's

second quarter results mark another

quarter of excellent Solutions revenue

growth, expanding operating margins,

strong EPS growth, and robust cash flow

generation.

Nasdaq’s durable business model and

consistent execution support our

disciplined capital allocation strategy that

returns meaningful capital to

shareholders through both dividends and

share repurchases while investing in

innovations that will sustain our long-term

growth trajectory.”

(US$ millions, except per share)

2Q26

YoY change %

Organic2

YoY change %

Adjusted2 YoY

change %

Solutions revenue

$1,160

17%

17%

17%

Market Services net revenue

$340

11%

11%

11%

Net revenue

$1,500

15%

16%

15%

GAAP operating income

$712

25%

Non-GAAP operating income

$859

19%

20%

19%

ARR

$3,258

11%

12%

12%

GAAP diluted EPS

$0.89

14%

Non-GAAP diluted EPS

$1.07

25%

26%

25%

2

FINANCIAL REVIEW

•Second quarter 2026 net revenue was $1.5 billion, reflecting 15% growth on both a reported

and adjusted basis versus the prior year period.

•Solutions revenue was $1.2 billion in the second quarter of 2026, up 17% on both a reported

and adjusted basis versus the prior year period, reflecting strong growth across Capital

Access Platforms and Financial Technology. Capital Access Platforms revenue growth was

19% year-over-year on a reported basis, or 18% on an adjusted basis. Financial Technology

revenue growth was 16% year-over-year, or 15% on an organic basis.

•ARR was $3.3 billion as of the second quarter of 2026, growing 11% year-over-year on a

reported basis, or 12% year-over-year on an organic basis. Financial Technology ARR growth

was 16% on both a reported and organic basis, and Capital Access Platforms ARR growth

was 8% on both a reported and organic basis.

•Market Services net revenue was $340 million in the second quarter of 2026, up 11% on both

a reported and organic basis versus the prior year period.

•Second quarter 2026 GAAP operating expenses were $788 million, an increase of 7% versus

the prior year quarter and non-GAAP operating expenses were $641 million, up 10% on both

a reported and organic basis versus the prior year quarter. The increases were primarily

driven by higher compensation and benefits costs from our strong revenue execution,

increased marketing and advertising costs due to a strengthening IPO environment, and

increased investments in technology to drive long-term growth. On a GAAP basis, the

increase was partially offset by lower merger and strategic initiatives expense.

•Cash flow from operations was $711 million in the second quarter, enabling the return of

capital through Nasdaq

EX-99.1

2 d148002dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Nasdaq Reports First Quarter 2026 Results; Strong Execution Drives Double-Digit Net Revenue Growth Across All Divisions

NEW YORK, April 23, 2026 – Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the first quarter of 2026.

•

First quarter 2026 net revenue1 was $1.4 billion, an increase of 14% over the first quarter of 2025, or 13% on an organic2 basis. Solutions revenue3 grew 14% on both a reported and organic basis.

•

Annualized Recurring Revenue (ARR)3,4 of $3.2 billion increased 13% on a reported basis over the first quarter of 2025, or 12% on an organic basis. Annualized SaaS revenue increased 13%, or 16% on an organic basis, and represented 38% of ARR.

•

Financial Technology revenue was $517 million, an increase of 20% over the first quarter of 2025, or 18% on an organic basis.

•

Index revenue of $220 million grew 14% on both a reported and organic basis over the first quarter of 2025, with $79 billion of net inflows over the trailing twelve months, including $6 billion in the first quarter of 2026.

•

GAAP diluted earnings per share in the first quarter of 2026 was $0.91, an increase of 33% over the first quarter of 2025. Non-GAAP5 diluted earnings per share in the first quarter of 2026 was $0.96, an increase of 22% over the first quarter of 2025, or 21% on an organic basis.

•

In the first quarter of 2026, the company returned $153 million to shareholders through dividends and $548 million through repurchases of common stock.

First Quarter 2026 Highlights

(US$ millions, except per share)

1Q26

YoY change %

Organic YoY change %

Solutions Revenue

$ 1,082

14 %

14 %

Market Services net revenue

$ 317

13 %

10 %

Net revenue

$ 1,407

14 %

13 %

GAAP operating income

$ 657

20 %

Non-GAAP operating income

$ 799

17 %

17 %

ARR

$ 3,188

13 %

12 %

GAAP diluted EPS

$ 0.91

33 %

Non-GAAP diluted EPS

$ 0.96

22 %

21 %

Adena Friedman, Chair and CEO said, “Nasdaq delivered one of the strongest starts to the year in our company’s history with broad-based growth across all three divisions. Our clients are increasingly turning to Nasdaq as a trusted transformation partner to modernize their core infrastructure, manage risk and increasing complexity, adapt to the evolution of capital markets, and integrate AI to drive greater efficiency in their operations.

As we execute against our strategic priorities of Expand, Evolve, and Transform, we are well positioned to deliver increasing value to our clients and shareholders.”

Sarah Youngwood, Executive Vice President and CFO said, “Nasdaq delivered exceptional first quarter performance with double-digit growth across our three divisions and particular strength in Financial Technology. The mission critical nature of our solutions combined with our execution excellence is helping Nasdaq deliver operating leverage with strong earnings growth.

Nasdaq’s robust cash flow generation enabled the company to return over $700 million to shareholders in the quarter, including nearly $550 million of share repurchases, while reducing leverage and investing for long-term growth.”

FINANCIAL REVIEW

•

First quarter 2026 net revenue was $1.4 billion, reflecting 14% growth versus the prior year period. Organic net revenue growth was 13%.

•

Solutions revenue was $1.1 billion in the first quarter of 2026, up 14% on both a reported and organic basis versus the prior year period, reflecting strong growth across Financial Technology and Capital Access Platforms. Financial Technology revenue growth was 20% year-over-year, or 18% on an organic basis, and Capital Access Platforms revenue growth was 11% year-over-year on a reported basis, or 10% on an organic basis.

•

ARR was $3.2 billion as of the first quarter of 2026, growing 13% year-over-year on a reported basis, or 12% year-over-year on an organic basis. Financial Technology ARR growth was 18%, or 16% on an organic basis, and Capital Access Platforms ARR growth was 9%, or 7% on an organic basis.

•

Market Services net revenue was $317 million in the first quarter of 2026, up 13% versus the prior year period, or 10% on an organic basis.

•

First quarter 2026 GAAP operating expenses were $750 million, an increase of 9% versus the prior year quarter. The increase in the first quarter was primarily due to higher compensation and benefits costs and increased general and administrative expenses, partially offset by lower merger and strategic initiatives expense and regulatory expense.

•

First quarter 2026 non-GAAP operating expenses were $608 million, an increase of 10% versus the prior year quarter, or 8% on an organic basis. The organic increase in the quarter reflects higher compensation and benefits costs and increased investments in people and technology to drive long-term growth, partially offset by lower regulatory expense.

•

Cash flow from operations was $689 million in the first quarter, enabling the return of capital

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2026

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 29, 2026, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 29, 2026, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2025 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On January 29, 2026, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated January 29, 2026 relating to financial results for the fourth quarter and full fiscal year of 2025.

99.2

Press release dated January 29, 2026 relating to the declaration of a quarterly cash dividend.

104

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The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 29, 2026

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2025

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 21, 2025, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third quarter of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 21, 2025, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2025 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On October 21, 2025, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated October 21, 2025 relating to financial results for the third quarter of 2025.

99.2

Press release dated October 21, 2025 relating to the declaration of a quarterly cash dividend.

104

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The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 21, 2025

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2025, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second quarter of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 24, 2025, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2025 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On July 24, 2025, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated July 24, 2025 relating to financial results for the second quarter of 2025.

99.2

Press release dated July 24, 2025 relating to the declaration of a quarterly cash dividend.

104

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The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 24, 2025

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 24, 2025, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the first quarter of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 24, 2025, Nasdaq posted slides to be used in its earnings presentation for the first quarter of 2025 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On April 24, 2025, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated April 24, 2025 relating to financial results for the first quarter of 2025.

99.2

Press release dated April 24, 2025 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 24, 2025

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York (Address of principal executive offices)

10036 (Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 29, 2025, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 29, 2025, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2024 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On January 29, 2025, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated January 29, 2025 relating to financial results for the fourth quarter and full fiscal year of 2024.

99.2

Press release dated January 29, 2025 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 29, 2025

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

-3-

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street,

New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 24, 2024, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third quarter of 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 24, 2024, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2024 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On October 24, 2024, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated October 24, 2024 relating to financial results for the third quarter of 2024.

99.2

Press release dated October 24, 2024 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 24, 2024

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 25, 2024, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second quarter of 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 25, 2024, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2024 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On July 25, 2024, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated July 25, 2024 relating to financial results for the second quarter of 2024.

99.2

Press release dated July 25, 2024 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 25, 2024

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 25, 2024, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the first quarter of 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 25, 2024, Nasdaq posted slides to be used in its earnings presentation for the first quarter of 2024 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On April 25, 2024, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated April 25, 2024 relating to financial results for the first quarter of 2024.

99.2

Press release dated April 25, 2024 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 25, 2024

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 31, 2024, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 31, 2024, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2023 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On January 31, 2024, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated January 31, 2024 relating to financial results for the fourth quarter and full fiscal year of 2023.

99.2

Press release dated January 31, 2024 relating to the declaration of a quarterly cash dividend.

104

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The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 31, 2024

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:  John A. Zecca

Title:   Executive Vice President and Chief Legal Officer

-3-

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On October 18, 2023, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third quarter of 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 18, 2023, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2023 on its website at http://ir.nasdaq.com/.

Item 8.01. Other Events.

On October 18, 2023, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated October 18, 2023 relating to financial results for the third quarter of 2023.

99.2

Press release dated October 18, 2023 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 18, 2023

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On July 19, 2023, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second quarter of 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 19, 2023, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2023 on its website at http://ir.nasdaq.com/.

Item 8.01. Other Events.

On July 19, 2023, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated July 19, 2023 relating to financial results for the second quarter of 2023.

99.2

Press release dated July 19, 2023 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 19, 2023

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On April 19, 2023, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the first quarter of 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On April 19, 2023, Nasdaq posted slides to be used in its earnings presentation for the first quarter of 2023 on its website at http://ir.nasdaq.com/. Item 8.01. Other Events. On April 19, 2023, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated April 19, 2023 relating to financial results for the first quarter of 2023.

99.2

Press release dated April 19, 2023 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 19, 2023

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On January 25, 2023, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On January 25, 2023, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2022 on its website at http://ir.nasdaq.com. As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2022, Nasdaq has reorganized its business units into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. Additionally, as previously disclosed in a Current Report on Form 8-K filed with the SEC on November 8, 2022, to assist investors who may want to consider the effects of these segment reporting changes on Nasdaq’s historical results, Nasdaq furnished unaudited supplemental recast financial information for the period 2017-2022. In connection with Nasdaq’s earnings presentation for the fourth quarter and full fiscal year of 2022 and to further assist investors, Nasdaq is furnishing herewith as Exhibit 99.2 updated unaudited supplemental recast financial information for the period 2017-2022. This updated supplemental recast financial information is also available on Nasdaq’s website at http://ir.nasdaq.com. Item 8.01. Other Events. On January 25, 2023, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated January 25, 2023 relating to financial results for the fourth quarter and full fiscal year of 2022.

99.2

Unaudited Supplemental Summary Financial Information – New Financial Reporting Segment Presentation Slides.

99.3

Press release dated January 25, 2023 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The in

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On October 19, 2022, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third quarter of 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On October 19, 2022, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2022 on its website at http://ir.nasdaq.com/. Additionally, as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2022, Nasdaq will organize its business units into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime, effective by the end of the fourth quarter 2022. To assist investors who may want to consider the effects of these segment reporting changes on Nasdaq’s historical results, Nasdaq has furnished herewith as Exhibit 99.2 unaudited supplemental recast financial information for the period 2020-2022 that reflects the segment changes described above. Nasdaq intends to provide its fourth quarter and full year 2022 results, as well as future reporting, in alignment with the new corporate structure and reporting segments. This supplemental recast financial information is also available on Nasdaq’s website at http://ir.nasdaq.com/. Item 8.01. Other Events. On October 19, 2022, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated October 19, 2022 relating to financial results for the third quarter of 2022.

99.2

Unaudited Supplemental Summary Financial Information – New Financial Reporting Segment Presentation Slides.

99.3

Press release dated October 19, 2022 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furn

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On July 20, 2022, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second quarter of 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At Nasdaq’s 2022 annual meeting of shareholders on June 22, 2022, Nasdaq’s shareholders approved a certificate of amendment to Nasdaq’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock in connection with a three-for-one stock split of Nasdaq’s common stock in the form of a stock dividend (the “Charter Amendment”). As previously disclosed, the Charter Amendment was also subject to the approval of the Securities and Exchange Commission (the “SEC”). The Charter Amendment was approved by the SEC on June 15, 2022. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on July 19, 2022. Each Nasdaq shareholder of record at the close of business on August 12, 2022 (the “Stock Dividend Record Date”) will receive, after the close of business on August 26, 2022, two additional shares for every one share held as of the Stock Dividend Record Date. Trading is expected to begin on a split-adjusted basis on August 29, 2022. This description of the Charter Amendment is not complete and is qualified in its entirety by reference to the text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K. Item 7.01. Regulation FD Disclosure. On July 20, 2022, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2022 on its website at http://ir.nasdaq.com/. Item 8.01. Other Events. On July 20, 2022, Nasdaq issued a press release announcing the declaration of (i) a 3-for-1 stock split in the form of a stock dividend and (ii) a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.

Exhibit Description

3.1

Certificate of Amendment to Nasdaq’s Amended and Restated Certificate of Incorporation, as filed wit

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On April 20, 2022, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the first quarter of 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On April 20, 2022, Nasdaq posted slides to be used in its earnings presentation for the first quarter of 2022 on its website at http://ir.nasdaq.com/. Item 8.01. Other Events. On April 20, 2022, Nasdaq issued a press release announcing (i) the declaration of a quarterly cash dividend and (ii) that it is seeking approval to amend its charter in order to effect a 3-for-1 stock split in the form of a stock dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated April 20, 2022 relating to financial results for the first quarter of 2022.

99.2

Press release dated April 20, 2022 relating to the declaration of a quarterly cash dividend and seeking approval to amend its charter to effect a 3-for-1 stock split.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 20, 2022

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2022

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On January 26, 2022, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 26, 2022, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2021 on its website at http://ir.nasdaq.com/.

Item 8.01. Other Events.

On January 26, 2022, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated January 26, 2022 relating to financial results for the fourth quarter and full fiscal year of 2021.

99.2

Press release dated January 26, 2022 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 26, 2022

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer