Nasdaq, Inc. Announces Pricing of Cash Tender Offers and Acceptance of Outstanding Debt Securities

Rhea-AI Summary

Nasdaq (Nasdaq: NDAQ) announced pricing and acceptance details for its cash tender offers to purchase its 5.350% Senior Notes due 2028 and 3.950% Senior Notes due 2052.

The company increased the 2028 Notes cap to $83,011,000 and the 2052 Notes cap to $16,989,000, set Total Consideration at $1,033.67 per $1,000 for 2028 notes and $777.38 per $1,000 for 2052 notes, and confirmed an Early Tender Premium of $30.00 per $1,000.

Withdrawal rights expired Dec 12, 2025; Nasdaq will make early payment on Dec 17, 2025 and the offers expire Dec 30, 2025; acceptances will be prorated due to oversubscription.

Positive

• 2028 Notes cap increased to $83,011,000
• 2052 Notes cap increased to $16,989,000
• Total Consideration fixed at $1,033.67 (2028) and $777.38 (2052)
• Early Tender Premium of $30.00 per $1,000

Negative

• Offers oversubscribed; purchases will be accepted pro rata
• Notes tendered after Early Tender Date will not be accepted
• Acceptance limited by Series Notes Caps, leaving some holders excluded

Key Figures

2028 Notes Cap $83,011,000 Revised aggregate principal tender cap for 5.350% Senior Notes due 2028

Prior 2028 Cap $80,000,000 Previously announced cap for 2028 Notes before increase

2052 Notes Cap $16,989,000 Revised aggregate principal tender cap for 3.950% Senior Notes due 2052

Prior 2052 Cap $10,000,000 Previously announced cap for 2052 Notes before increase

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

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

Early Tender Premium $30.00 Per $1,000 principal for Notes tendered by Early Tender Date

Total Consideration 2028 $1,033.67 Per $1,000 principal of 2028 Notes tendered by Early Tender Date

Market Reality Check

$92.93 Last Close

Volume Volume 4,756,259 vs 20-day average 3,348,596 (relative volume 1.42) ahead of the tender offer update. normal

Technical Price $93.57 is trading above the 200-day MA $85.75, indicating a pre-news uptrend.

Peers on Argus

NDAQ slipped -0.3% with mixed peer moves: CME up, ICE flat, COIN and MSCI slightly down. No broad, unified sector direction, suggesting this debt tender news was more company-specific than part of a sector rotation.

Common Catalyst Select peers (CME, ICE) also released operational/product news, but headlines focus on trading/derivatives rather than balance sheet actions like NDAQ’s liability management.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Short interest update	Neutral	+1.3%	Reported end-of-month Nasdaq short interest across exchanges and markets.
Dec 09	Listing transfer	Positive	+1.0%	Walmart debuted on Nasdaq after transferring its stock and bonds.
Dec 03	Volume report	Neutral	+2.2%	Published detailed November 2025 trading volume statistics.
Dec 03	Investor conference	Neutral	+2.2%	Announced upcoming presentation at Goldman Sachs financial services conference.
Dec 02	Trading halt	Negative	-0.9%	Trading halt in MaxsMaking Inc. while seeking additional information.

Pattern Detected

Recent Nasdaq headlines (volumes, listings, short interest stats) often coincided with modestly positive next-day moves, indicating generally constructive reception to operational updates.

Recent Company History

Over the past two weeks, Nasdaq issued several operational and market-structure updates. On Dec 2, a trading halt in MaxsMaking Inc. saw shares move -0.95%. Subsequent volume statistics and short interest releases on Dec 3 and Dec 9 aligned with gains of ~2.2% and ~1–1.3%. Walmart’s transfer to Nasdaq also preceded a 1.02% move. Against this backdrop, the current debt tender pricing fits into an ongoing pattern of balance sheet and market-structure communication.

Market Pulse Summary

This announcement detailed final pricing and caps for Nasdaq’s cash tender offers on its 2028 and 2052 senior notes, including increased caps of $83,011,000 and $16,989,000 and an early tender premium of $30 per $1,000. It fits into an ongoing liability management program noted in prior filings. Investors may focus on how much principal is ultimately retired and the impact on future interest expense and flexibility.

Key Terms

cash tender offers financial

"announced today the consideration payable in connection with 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.

cusip technical

"5.350% Senior Notes due 2028 | 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 technical

"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.

u.s. treasury reference security financial

"U.S. Treasury Reference Security (1) | Fixed Spread (basis points)"

A U.S. Treasury reference security is a specific U.S. government bond or note chosen as the benchmark that other Treasury instruments use to set yields, prices, or interest payments. Think of it as the labeled item on a store shelf that other similar products are compared to; investors use it as a common yardstick to judge value, gauge interest-rate expectations, and price trades, so changes in that reference can move returns and market behavior.

basis points financial

"Fixed Spread (basis points) | Reference Yield | Total Consideration"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

reference yield financial

"Fixed Spread (basis points) | Reference Yield | Total Consideration"

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

accrued interest financial

"Does not include Accrued Interest (as defined below), which will also be payable"

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.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Nasdaq, Inc. (Nasdaq: NDAQ) (“Nasdaq” or the “Company”) announced today the consideration payable in connection with 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.” As previously announced, the Company amended 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.

The table below sets forth, among other things, the Total Consideration (as defined below) for each series of Notes, as calculated at 10:00 a.m., New York City time, today, December 15, 2025.

	Title of Security	Security Identifiers	Principal Amount Outstanding	Acceptance  Priority Level	Series Notes Cap	U.S. Treasury Reference Security(1)	Fixed Spread (basis  points)	Reference Yield	Total Consideration(2)(3)
2028 Tender Offer	5.350% Senior Notes due 2028	CUSIP: 63111X AH4 ISIN: US63111XAH44	$880,000,000	1	$83,011,000	3.500% UST due November 15, 2028	35 bps	3.545%	$1,033.67
2052 Tender Offer	3.950% Senior Notes due 2052	CUSIP: 631103 AM0 ISIN: US631103AM02	$429,995,000	2	$16,989,000	4.750% UST due August 15, 2055	75 bps	4.825%	$777.38

(1)   The applicable page on Bloomberg from which the dealer manager quoted the bid side price of the U.S. Treasury Security is FIT1.
(2)   Per $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date (as defined below) and accepted for purchase by the Company. Includes the Early Tender Premium (as defined below).
(3)   Does not include Accrued Interest (as defined below), which will also be payable as described below.

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.

Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on December 12, 2025 (the “Early Tender 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 previously announced, all conditions were satisfied or waived by the Company at the Early Tender Date. As previously announced, 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”). 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”) listed in the table above will be paid per $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 on the Early Settlement Date. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Only holders of Notes who validly tendered and did not validly withdraw their Notes on or prior to the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. 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”).

All Notes accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of the Company.

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 consideration did Nasdaq (NDAQ) set for the 5.350% Senior Notes due 2028 in the Dec 15, 2025 tender offer?

Nasdaq set the Total Consideration at $1,033.67 per $1,000 for 2028 notes, including a $30 early tender premium.

What is the 2052 Notes cap and Total Consideration in Nasdaq's Dec 15, 2025 tender offer?

The 2052 Notes cap is $16,989,000 and Total Consideration is $777.38 per $1,000.

When did withdrawal rights expire and when will Nasdaq pay accepted tenders for NDAQ notes?

Withdrawal rights expired on Dec 12, 2025; Nasdaq elected early payment on Dec 17, 2025.

Will all validly tendered Nasdaq (NDAQ) notes be accepted in the December 2025 offers?

No; tendered amounts exceeded the Series Notes Caps, so accepted purchases will be made pro rata and late tenders will not be accepted.

When do Nasdaq's tender offers for NDAQ notes expire and who is the dealer manager?

The offers expire on Dec 30, 2025 unless extended; J.P. Morgan Securities LLC is the dealer manager.