NASDAQ AMENDS 8-K FILING ON SENIOR NOTES DUE 2029, 2030, 2032, 2033

TL;DR

**Nasdaq updated its debt details for several senior notes, impacting its financial picture.**

AI Summary

Nasdaq, Inc. filed an 8-K/A amendment on January 17, 2024, clarifying details related to its senior notes, specifically the 4.500% Senior Notes due 2032, 0.900% Senior Unsecured Notes due 2033, 0.875% Senior Notes due 2030, and 1.75% Senior Notes due 2029, all with an earliest event reported date of November 1, 2023. This amendment provides updated information on these debt instruments, which is important for investors as it impacts Nasdaq's financial obligations and overall capital structure, potentially affecting its creditworthiness and future earnings.

Why It Matters

This filing provides updated information on Nasdaq's outstanding debt, which is crucial for assessing the company's financial health and its ability to manage long-term obligations. Changes in debt terms can influence interest expenses and overall profitability.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, primarily providing clarification on existing debt instruments rather than announcing new, high-impact events.

Analyst Insight

A smart investor would review the original 8-K filing from November 1, 2023, to understand what specific details about these senior notes were amended, as this filing itself only indicates the amendment without providing the full context of the changes.

Key Numbers

• 2023-11-01 — Date of earliest event reported (The original date for the events being amended in this filing.)
• 2032 — Maturity year for 4.500% Senior Notes (Indicates a long-term debt obligation for Nasdaq.)
• 2033 — Maturity year for 0.900% Senior Unsecured Notes (Indicates a long-term debt obligation for Nasdaq.)
• 2030 — Maturity year for 0.875% Senior Notes (Indicates a long-term debt obligation for Nasdaq.)
• 2029 — Maturity year for 1.75% Senior Notes (Indicates a long-term debt obligation for Nasdaq.)

Key Players & Entities

• Nasdaq, Inc. (company) — the registrant filing the 8-K/A
• Delaware (company) — state of incorporation for Nasdaq, Inc.
• New York (company) — location of Nasdaq, Inc.'s principal executive offices
• 001-38855 (dollar_amount) — Commission File Number for Nasdaq, Inc.
• 52-1165937 (dollar_amount) — I.R.S. Employer Identification No. for Nasdaq, Inc.

Forward-Looking Statements

• Nasdaq's credit rating will remain stable due to this clarification of existing debt. (Nasdaq, Inc.) — high confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share NDAQ The Nasdaq

Filing Documents

• d47532d8ka.htm (8-K/A) — 36KB
• d47532dex231.htm (EX-23.1) — 2KB
• d47532dex991.htm (EX-99.1) — 459KB
• d47532dex992.htm (EX-99.2) — 415KB
• d47532dex993.htm (EX-99.3) — 391KB
• g47532page001.jpg (GRAPHIC) — 3KB
• g47532page002.jpg (GRAPHIC) — 2KB
• 0001193125-24-009301.txt ( ) — 1626KB
• ndaq-20231101.xsd (EX-101.SCH) — 5KB
• ndaq-20231101_def.xml (EX-101.DEF) — 15KB
• ndaq-20231101_lab.xml (EX-101.LAB) — 25KB
• ndaq-20231101_pre.xml (EX-101.PRE) — 16KB
• d47532d8ka_htm.xml (XML) — 11KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 17, 2024, Nasdaq posted a presentation relating to Adenza's historical financial results on the investor relations section of its website at http://ir.nasdaq.com/. The presentation includes information not previously made publicly available and will be used in connection with meetings with investors, analysts and other parties from time to time and for general marketing purposes. The information set forth under this Item 7.01 Regulation FD Disclosure is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed "filed" for purposes of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq's filings under the U.S. Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired . The audited consolidated financial statements of Adenza as of and for the years ended December 31, 2022 and 2021, and the accompanying notes thereto, are attached as Exhibit 99.1 hereto and incorporated herein by reference. The unaudited consolidated financial statements of Adenza as of and for the three and nine-months ended September 30, 2023 and 2022, and the accompanying notes thereto, are attached as Exhibit 99.2 hereto and incorporated herein by reference. (b) Pro Forma Financial Information . The unaudited pro forma condensed combined balance sheet of the combined company as of September 30, 2023 and the unaudited pro forma condensed combined statements of income of the combined company for the year ended December 31, 2022 and the interim period ended September 30, 2023, and the accompanying notes thereto, are attached as Exhibit 99.3 hereto and incorporated by reference herein. (d) Exhibits . Exhibit No. Exhibit Description 23.1 Consent of BDO USA, P.C., independent registered public accounting firm of Adenza. 99.1 Audited consolidated financial statements of Adenza as of and for the years ended December 31, 2022 and 2021, and the accompanying notes thereto. 99.2 Unaudited consolidated financial statements of Adenza as of and for the three and nine-months ended September 30, 2023 and 2022, and the accompanying notes thereto. 99.3 Unaudited pro forma condensed combined financial information of Nasdaq for the year ended December 31, 2022 and as of and for the interim period ended September 30, 2023, and the accompanying notes thereto. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 17, 2024 NASDAQ, INC. By: /s/ John A. Zecca Name: John A. Zecca Title: Executive Vice President and Chief Legal Officer

View Full Filing

View this 8-K/A filing on SEC EDGAR