UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: +1
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 | ||
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 8.01. | Other Events. |
On February 24, 2025, Nasdaq, Inc. (the “Company”) announced the early tender results for its previously announced tender offers (the “Tender Offers”) to purchase for cash up to $218,053,000 aggregate principal amount (reflecting an $18,053,000 increase from the previously announced cap of $200,000,000) of its outstanding Notes, comprised of up to $41,360,000 aggregate principal amount of the Company’s 5.350% Senior Notes due 2028 (CUSIP No. 63111X AH4), up to $57,583,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2034 (CUSIP No. 63111X AJ0) and up to $119,110,000 aggregate principal amount of the Company’s 3.950% Senior Notes due 2052 (CUSIP No. 631103 AM0), subject in each case to proration. A copy of the press release announcing the early tender results is attached hereto as Exhibit 99.1 and incorporated by reference herein.
In addition, on February 25, 2025, the Company announced the pricing of the Tender Offers. A copy of the press release announcing the pricing of the Tender Offers is attached hereto as Exhibit 99.2 and incorporated by reference herein.
This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release announcing the early tender results of the Tender Offers, dated February 24, 2025. | |
| 99.2 | Press Release announcing the pricing of the Tender Offers, dated February 25, 2025. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: February 25, 2025 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||