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): December 15, 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 | 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 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 | |