Nasdaq Inc SEC Filings

Nasdaq, Inc. filed a Form S-8 to register 7,500,000 additional shares of common stock for issuance under the Nasdaq, Inc. Equity Incentive Plan pursuant to General Instruction E. The filing covers new plan capacity and shares that become available under the plan’s share-counting provisions following award terminations, expirations, cancellations, forfeitures, or tax-withholding events.

The registered shares are the same class as those covered by prior effective S-8 registrations for the plan. Standard indemnification disclosures under Delaware law are included, and the filing contains customary exhibits such as legal opinions and auditor consents. The registration supports ongoing equity compensation grants to employees and directors.

Nasdaq, Inc. reported stronger Q3 2025 results. Revenues were $1.958 billion versus $1.902 billion a year ago. Revenues less transaction-based expenses rose to $1.315 billion from $1.146 billion, lifting operating income to $586 million from $448 million. Net income was $423 million, with diluted EPS of $0.73, up from $0.53.

Segment trends were mixed: Capital Access Platforms revenue increased to $546 million from $501 million and Financial Technology to $457 million from $371 million, while Market Services revenue was $946 million versus $1.022 billion. Operating expenses were $729 million compared with $698 million.

For the first nine months, operating cash flow reached $1.630 billion (up from $1.234 billion). Nasdaq repaid the $400 million 2025 notes, repurchased $69 million of 2026 notes, and bought back $279 million across 2028, 2034 and 2052 notes, with long‑term debt at $8.667 billion. The company completed a Nordic power futures transfer and sold its Risk Modelling business; it also agreed to sell Solovis, which closed in October with a gain to be recorded in Q4. Shares outstanding were 570,995,433 as of October 16, 2025.

Nasdaq, Inc. furnished materials related to its third-quarter 2025 results and corporate updates. The company issued a press release with Q3 2025 financial results and posted earnings presentation slides on its investor website. Nasdaq also announced the declaration of a quarterly cash dividend.

The press releases are included as Exhibits 99.1 (Q3 results) and 99.2 (dividend). The information under Results of Operations and Regulation FD is furnished, not filed, meaning it is provided for informational purposes and is not incorporated into other filings unless specifically referenced.

The filing shows The Vanguard Group reports beneficial ownership of 59,648,406 shares of Nasdaq, Inc. common stock, representing 10.39% of the class as of 09/30/2025. Vanguard discloses 55,377,303 shares with sole dispositive power and an additional 4,271,103 shares with shared dispositive power, while it reports 0 shares with sole voting power and 2,694,841 shares with shared voting power. The statement certifies the holdings are in the ordinary course of business and not intended to influence control. Signature is by Ashley Grim, Head of Global Fund Administration, dated 10/06/2025.

Nasdaq, Inc. (NDAQ) executive Jeremy Skule reported insider transactions on 10/01/2025 showing a sale of 2,105 shares of common stock at $88.22 under a Rule 10b5-1 trading plan adopted on February 10, 2025, and the withholding of 1,262 shares to satisfy taxes on an equity award at an effective price of $88.45. After the reported transactions, the filing shows beneficial ownership totals of 88,341 and 87,079 shares respectively following each line item.

The filing explains the remaining holdings include 38,597 restricted shares/units (of which 6,756 are vested), 44,763 vested PSUs, and 3,719 shares purchased under the Employee Stock Purchase Plan. The Form 4 was signed via power of attorney on 10/03/2025.

Form 144 notice filed for NDAQ. The filer reports a planned sale of 2,105 common shares through Morgan Stanley Smith Barney on 10/01/2025 with an aggregate market value of $185,703.10. These shares were originally issued as performance shares by the issuer on 02/20/2024 and fully paid on the same date. The filing also discloses two prior sales by the same person: 2,105 shares sold on 09/02/2025 for $196,228.10 and 2,105 shares sold on 08/01/2025 for $201,006.45. The seller is identified as Jeremy Skule at the provided address.

Nasdaq, Inc. insider Jeremy Skule, EVP and CSO, reported a sale of 2,105 shares of Nasdaq common stock on 09/02/2025 at a price of $93.22 per share under a Rule 10b5-1(c) trading plan adopted February 10, 2025. After the reported transaction he beneficially owned 90,446 shares, composed of 39,859 restricted shares (5,737 vested), 46,868 shares underlying vested PSUs, and 3,719 shares purchased under the company ESPP.

Form 144 notice for Nasdaq, Inc. (NDAQ) shows that a person identified in the filing is selling common stock under Rule 144. The broker listed is Morgan Stanley Smith Barney LLC and the proposed transaction date is 09/02/2025. The filing reports 2,105 shares to be sold with an aggregate market value of $196,228.10 against 573,795,242 shares outstanding, and discloses prior sales by the same person on 08/01/2025, 07/01/2025, and 06/06/2025 totaling roughly $567,549 in gross proceeds. The securities were acquired as performance shares on 02/22/2023 and 02/20/2024. The filer attests they are unaware of undisclosed material adverse information.

Form: Form 4 filed under Section 16 for NASDAQ, Inc. (NDAQ) reporting person Begley, Charlene T.

On 08/04/2025 the reporting person executed a Transaction Code S (sale) reported on Form 4: 3,000 shares of Nasdaq common stock were sold at a reported price of $96.60 per share. Following the reported transaction the filing shows 46,001 restricted stock units (RSUs) beneficially owned, of which 43,006 are stated as vested as of the filing date. The filer is identified as a Director. The form is signed by Alex Kogan, by power of attorney dated 08/06/2025.