Nasdaq, Inc. Announces Early Results of Cash Tender Offers for Outstanding Debt Securities

Rhea-AI Summary

Nasdaq (Nasdaq: NDAQ) announced early results of its cash tender offers for its 5.350% Senior Notes due 2028 and 3.950% Senior Notes due 2052 on December 15, 2025. The company amended the offers to remove the $95,000,000 Maximum Tender Payment and to increase the 2028 Notes Cap to $83,011,000 and the 2052 Notes Cap to $16,989,000. Notes validly tendered by the Early Tender Date (Dec 12, 2025) exceeded the caps, so acceptances will be prorated (approx. 29% for 2028 and 19% for 2052). Nasdaq elected early settlement on Dec 17, 2025. Accepted holders receive Total Consideration (including a $30 per $1,000 early tender premium) plus accrued interest; purchases funded from cash on hand and other liquidity.

Positive

• 2028 Notes Cap increased to $83,011,000
• 2052 Notes Cap increased to $16,989,000
• Company elected early settlement on Dec 17, 2025
• Accepted tenders include a $30 per $1,000 early tender premium

Negative

• Notes tendered exceeded caps; purchases will be prorated (29% and 19%)
• Company will not accept any Notes tendered after the Early Tender Date
• Tender payments will be funded from cash on hand, reducing liquidity

Key Figures

2028 Notes Cap $83,011,000 Cap for 5.350% Senior Notes due 2028 in tender offer

2052 Notes Cap $16,989,000 Cap for 3.950% Senior Notes due 2052 in tender offer

2028 Principal Outstanding $880,000,000 Principal amount outstanding for 5.350% Senior Notes due 2028

2052 Principal Outstanding $429,995,000 Principal amount outstanding for 3.950% Senior Notes due 2052

2028 Tendered Early $287,683,000 Principal amount of 2028 Notes tendered by Early Tender Date

2052 Tendered Early $88,876,000 Principal amount of 2052 Notes tendered by Early Tender Date

Early Tender Premium $30.00 Premium per $1,000 principal amount of Notes accepted

Early Settlement Date December 17, 2025 Payment date for Notes tendered by Early Tender Date

Market Reality Check

$93.57 Last Close

Volume Volume 4,756,259 is 1.42x the 20-day average of 3,348,596 shares ahead of this debt action. normal

Technical Shares at $93.57 were trading above the $85.75 200-day MA and 4.16% below the $97.63 52-week high before this announcement.

Peers on Argus

Peers showed mixed, mostly small moves: MSCI -0.21%, ICE +0.01%, COIN -1.55%, MCO +0.09%, CME +0.57%, suggesting this liability-management news was stock-specific rather than a broad sector driver.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Short interest update	Neutral	+1.3%	Updated Nasdaq-wide short interest levels and days-to-cover metrics.
Dec 09	New listing move	Positive	+1.0%	Walmart transfer to Nasdaq, underscoring exchange’s franchise strength.
Dec 03	Volume statistics	Neutral	+2.2%	Release of November 2025 trading volume statistics for Nasdaq markets.
Dec 03	Investor conference	Neutral	+2.2%	Upcoming presentation at Goldman Sachs 2025 Financial Services Conference.
Dec 02	Regulatory halt	Neutral	-0.9%	Trading halt in MaxsMaking Inc. while Nasdaq requests more information.

Pattern Detected

Recent Nasdaq headlines have been largely informational (volumes, listings, short interest) and were often followed by modest positive price moves.

Recent Company History

This announcement follows a series of operational and market-structure updates. In early December 2025, Nasdaq reported November 2025 trading volumes and scheduled a presentation at the Goldman Sachs Financial Services Conference, both coinciding with ~2% gains. Earlier, Nasdaq reported short interest statistics across its markets and a trading halt in MaxsMaking Inc., with mixed but modest price reactions. Against this backdrop, today’s tender offer details extend an ongoing balance sheet and capital markets narrative highlighted in the Q3 2025 10‑Q debt repayments.

Market Pulse Summary

This announcement detailed early results of Nasdaq’s cash tender offers for its 2028 and 2052 senior notes, including increased caps and strong early tenders. It fits into a broader pattern of balance-sheet actions disclosed in the Q3 2025 10‑Q, where the company reported repaying and repurchasing other notes. Investors may focus on how much principal is ultimately retired, any follow-on communications around capital allocation, and future filings that update long-term debt and liquidity metrics.

Key Terms

cash tender offers financial

"announced today the early results of its previously announced offers to purchase for cash"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

senior notes financial

"5.350% Senior Notes due 2028 (the “2028 Notes”)"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

aggregate principal amount financial

"a cap of $83,011,000 in aggregate principal amount (the “2028 Notes Cap”)"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

CUSIP financial

"CUSIP: 63111X AH4 ISIN: US63111XAH44"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

ISIN financial

"CUSIP: 63111X AH4 ISIN: US63111XAH44"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

accrued interest financial

"will receive accrued and unpaid interest on such Notes from the last interest payment date"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

dealer manager financial

"J.P. Morgan Securities LLC is serving as dealer manager in connection with the Tender Offers."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq” or the “Company”) announced today the early results of its previously announced offers to purchase for cash in the order of priority set forth in the table below (the “Acceptance Priority Levels”) its outstanding Notes, subject to (i) a cap of $83,011,000 in aggregate principal amount (the “2028 Notes Cap”) of the Company’s 5.350% Senior Notes due 2028 (the “2028 Notes”) (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 (the “2052 Notes Cap”) of the Company’s 3.950% Senior Notes due 2052 (the “2052 Notes”) (reflecting a $6,989,000 increase from the previously announced cap of $10,000,000). The 2028 Notes and the 2052 Notes are referred to collectively herein as the “Notes,” such offers to purchase are referred to collectively herein as the “Tender Offers” and each a “Tender Offer,” and the 2028 Notes Cap and the 2052 Notes Cap are referred to collectively herein as the “Series Notes Caps” and each a “Series Notes Cap.” The Tender Offers are being made upon the terms and subject to conditions described in the Offer to Purchase, dated December 1, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offers. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

The Company hereby amends the Tender Offers to (i) remove the $95,000,000 Maximum Tender Payment, (ii) increase the 2028 Notes Cap to $83,011,000 and (iii) increase the 2052 Notes Cap to $16,989,000.

As of 5:00 p.m., New York City time, on December 12, 2025 (such date and time, the “Early Tender Date”), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes listed in the table below has been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date.

	Title of Security	Security Identifiers	Principal Amount Outstanding		Acceptance Priority Level	Series Notes Cap		Principal Amount Tendered at Early Tender Date		Principal Amount Accepted		Approximate Proration Factor
2028 Tender Offer	5.350% Senior Notes due 2028	CUSIP: 63111X AH4 ISIN: US63111XAH44	$880,000,000		1	$83,011,000		$287,683,000		$83,011,000		29%
2052 Tender Offer	3.950% Senior Notes due 2052	CUSIP: 631103 AM0 ISIN: US631103AM02	$429,995,000		2	$16,989,000		$88,876,000		$16,989,000		19%

All conditions were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for Notes that were validly tendered on or prior to the Early Tender Date and that are accepted for purchase on December 17, 2025 (the “Early Settlement Date”).

The Tender Offers for the Notes will continue to expire at 5:00 p.m., New York City time, on December 30, 2025, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated.

As the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date exceeds the applicable Series Notes Cap, the Company will accept for purchase the Notes on a prorated basis and will not accept for purchase any Notes validly tendered after the Early Tender Date. The applicable consideration (the “Total Consideration”) for each $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date and accepted for purchase pursuant to each Tender Offer will be calculated in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on December 15, 2025 (the “Price Determination Date”) (excluding Accrued Interest). The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes accepted for purchase.

In addition to the consideration described above, all holders of Notes accepted for purchase in the Tender Offers will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date (“Accrued Interest”).

Promptly after the Price Determination Date, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Notes.

The Company intends to fund the purchase of validly tendered and accepted Notes with available cash on hand and other sources of liquidity.

Information Relating to the Tender Offers

The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase. J.P. Morgan Securities LLC is serving as dealer manager in connection with the Tender Offers. Investors with questions regarding the terms and conditions of the Tender Offers may contact the dealer manager as follows:

J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 Attention: Liability Management Group U.S. Toll-Free: (866) 834-4666 Collect: (212) 834-3046

D.F. King & Co., Inc. is the Tender and Information Agent for the Tender Offers. Any questions regarding procedures for tendering Notes or request for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. by any of the following means: by telephone at (877) 478-5045 (toll-free) or (646) 845-0146 (collect) or by email at nasdaq@dfking.com.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer manager, the tender and information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.

About Nasdaq

Nasdaq (Nasdaq: NDAQ) is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking information that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. When used in this communication, words such as “enables,” “intends,” “will,” and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. Forward-looking statements in this press release include, among other things, statements about the Tender Offers and the expected source of funds. Risks and uncertainties include, among other things, risks related to the ability of Nasdaq to consummate the Tender Offers on the terms and timing described herein, or at all, Nasdaq’s ability to implement its strategic vision, initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s reports filed on Forms 10-K, 10-Q and 8-K and in other filings Nasdaq makes with the SEC from time to time and available at www.sec.gov. These documents are also available under the Investor Relations section of the Company’s website at http://ir.nasdaq.com. The forward-looking statements included in this communication are made only as of the date hereof. Nasdaq disclaims any obligation to update these forward-looking statements, except as required by law.

Media Relations Contacts:

David Lurie
+1.914.538.0533
David.Lurie@Nasdaq.com

Investor Relations Contact:

Ato Garrett
+1.212.401.8737
Ato.Garrett@Nasdaq.com

-NDAQF-

FAQ

What did Nasdaq (NDAQ) announce about its debt tender offers on December 15, 2025?

Nasdaq amended the offers, removed the $95,000,000 maximum, increased the 2028 cap to $83,011,000 and the 2052 cap to $16,989,000, and reported early results.

How will Nasdaq (NDAQ) accept tenders submitted by the Early Tender Date of December 12, 2025?

Because tenders exceeded the caps, Nasdaq will accept on a pro rata basis (approx. 29% for 2028, 19% for 2052).

When will Nasdaq (NDAQ) settle accepted Notes from the early tender?

Nasdaq elected early settlement on December 17, 2025 for Notes validly tendered and accepted as of the Early Tender Date.

What consideration will holders of NDAQ 2028 and 2052 Notes receive if accepted?

Holders accepted receive the calculated Total Consideration including a $30 per $1,000 early tender premium plus accrued interest to the Early Settlement Date.

Will Nasdaq (NDAQ) accept Notes tendered after the Early Tender Date for these offers?

No; because early tenders exceeded the Series Notes Caps, Nasdaq will not accept any Notes validly tendered after the Early Tender Date.

How will Nasdaq (NDAQ) fund the purchase of accepted Notes?

The company intends to fund purchases with available cash on hand and other sources of liquidity.