UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On December 15, 2025, Nasdaq, Inc. (the “Company”) announced the early tender results for its previously announced tender offers (the “Tender Offers”) to purchase for cash certain of its outstanding notes, subject to (i) a cap of $83,011,000 in aggregate principal amount of the Company’s 5.350% Senior Notes due 2028 (CUSIP No. 63111X AH4) (reflecting a $3,011,000 increase from the previously announced cap of $80,000,000) and (ii) a cap of $16,989,000 in aggregate principal amount of the Company’s 3.950% Senior Notes due 2052 (CUSIP No. 631103 AM0) (reflecting a $6,989,000 increase from the previously announced cap of $10,000,000). The Company amended the Tender Offers to remove the previously announced $95,000,000 aggregate purchase price cap. The Tender Offers are subject to applicable acceptance priority levels and 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 December 15, 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 December 15, 2025. | |
| 99.2 | Press Release announcing the pricing of the Tender Offers, dated December 15, 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: December 15, 2025
| NASDAQ, INC. | ||
| By: | /s/ John A. Zecca | |
| Name: Title: |
John A. Zecca Executive Vice President and Chief Legal Officer | |