Nasdaq Inc SEC Filings

Nasdaq, Inc. reports that two key corporate governance changes became effective on January 14, 2026 after receiving required approval from the Securities and Exchange Commission. Shareholders had previously approved a charter amendment at the 2025 annual meeting to provide for limited exculpation of certain company officers from personal monetary liability in specific circumstances, and this amendment is now part of Nasdaq’s Amended and Restated Certificate of Incorporation. On the same date, board-approved amendments to the company’s By-Laws also took effect.

The By-Laws were updated to modernize advance notice requirements for shareholder nominations and proposals, including changes related to SEC universal proxy card rules, to provide the board more operational flexibility on procedural and administrative matters, to reflect recent changes to Delaware corporate law, to update emergency by-law provisions, and to adopt an exclusive forum clause directing certain claims to Delaware or federal courts. Additional technical and conforming edits were also made.

Nasdaq, Inc. executive John Zecca, EVP and Global CLO, reported a sale of Common Stock on a Form 4. On January 6, 2026, he sold 4,500 shares of Nasdaq, Inc. common stock at a price of $100.01 per share in a transaction coded "S" for sale. The filing notes this sale was carried out under a Rule 10b5-1(c) trading plan adopted on September 8, 2025, indicating it was pre-arranged.

After this transaction, Zecca beneficially owned 125,674 shares. This amount represents 22,271 shares or units of restricted stock, of which 2,152 are vested, and 103,403 shares of common stock underlying performance stock units (PSUs), all of which are vested.

Nasdaq, Inc. reported updated details for its cash tender offers to repurchase certain outstanding senior notes. The company raised the cap on its 5.350% Senior Notes due 2028 to $83,011,000 in aggregate principal amount and increased the cap on its 3.950% Senior Notes due 2052 to $16,989,000. These changes reflect increases from prior caps of $80,000,000 and $10,000,000, respectively.

Nasdaq also removed a previously announced $95,000,000 aggregate purchase price cap for the tender offers. The offers remain subject to acceptance priority levels and potential proration, meaning not all notes tendered may be purchased. The company separately announced early tender results and pricing for the offers through press releases incorporated as exhibits to the report.

Nasdaq, Inc. reported an insider stock transaction by its EVP and Chief Strategy Officer. On 12/06/2025, 4,127 shares of common stock were disposed of at a price of $90.22 per share, coded as a tax-related transaction. The shares were withheld to cover taxes owed on the settlement of a previously granted equity award under the company’s Equity Incentive Plan.

After this withholding, the officer beneficially owns 78,742 shares of Nasdaq common stock. This total includes 33,495 shares or units of restricted stock (9,116 vested), 41,528 vested performance stock unit shares, and 3,719 shares purchased through the Employee Stock Purchase Plan.

Nasdaq, Inc. (NDAQ) reported an insider transaction. The company’s EVP, CSO sold 2,105 shares of common stock on 11/03/2025 at $85.40 per share under a Rule 10b5-1(c) trading plan adopted on 02/10/2025.

Following the sale, the officer beneficially owns 84,974 shares directly. Reported holdings include restricted stock, vested PSUs, and shares acquired through the employee stock purchase plan.

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.