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Nasdaq (NDAQ) sets $1.5B revolving credit facility with option to add $1B

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nasdaq, Inc. entered into a new Amended and Restated Credit Agreement establishing a senior unsecured five-year revolving credit facility of $1.5 billion. This facility replaces the company’s prior revolving credit agreement and can, under certain conditions, be increased by up to an additional $1.0 billion.

Loans under the facility bear interest at a reference rate plus a margin tied to Nasdaq’s debt ratings, with margins from 87.5 to 150.0 basis points for Benchmark and Daily Simple SOFR loans and 0.0 to 50.0 basis points for alternative base rate loans. A commitment fee of 8.0 to 15.0 basis points applies to unused commitments, also linked to debt ratings.

The agreement includes customary covenants and a financial covenant capping the Leverage Ratio at 3.75 to 1.00, with temporary step-ups permitted following certain material acquisitions. The facility matures on June 30, 2031, and as of July 1, 2026, no loans were outstanding, indicating the facility is currently undrawn.

Positive

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Insights

Nasdaq renews and extends a large revolving credit facility, currently undrawn.

Nasdaq, Inc. has put in place a new $1.5 billion senior unsecured revolving credit facility maturing on June 30, 2031, replacing its prior agreement. The facility allows an increase of up to $1.0 billion subject to conditions, providing sizable committed bank financing capacity.

Pricing is linked to Nasdaq’s debt ratings, with loan margins ranging from 87.5 to 150.0 basis points on Benchmark and Daily Simple SOFR loans and 0.0 to 50.0 basis points on alternative base rate loans. Unused commitments incur an 8.0 to 15.0 basis point commitment fee, also ratings-based, which is typical for investment‑grade style revolving credit lines.

The facility includes a leverage covenant of 3.75 to 1.00, with specified temporary step‑ups following certain material acquisitions, and standard negative covenants on subsidiary debt, liens, major asset sales, mergers and consolidations. As of July 1, 2026, there were no loans outstanding, so any impact will depend on future draws and acquisition or refinancing activity disclosed in subsequent filings.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit facility size $1.5 billion Senior unsecured five-year revolving credit facility
Incremental facility option $1.0 billion Potential increase in aggregate commitments, subject to conditions
Facility maturity June 30, 2031 Date when all outstanding amounts become due
Benchmark/SOFR loan margin range 87.5–150.0 basis points Interest margin over reference rate based on debt ratings
Alternative base rate margin range 0.0–50.0 basis points Margin on U.S. dollar loans using alternative base rate
Commitment fee range 8.0–15.0 basis points Fee on unused commitments tied to debt ratings
Maximum leverage ratio 3.75 to 1.00 Standard Leverage Ratio covenant over four-quarter period
Loans outstanding at July 1, 2026 0 No loans outstanding under the facility as of that date
Revolving Credit Agreement financial
"On June 30, 2026, Nasdaq, Inc. entered into an Amended and Restated Credit Agreement (the “Revolving Credit Agreement”)"
A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.
Revolving Credit Facility financial
"The Revolving Credit Agreement provides for a $1.5 billion senior unsecured five-year revolving credit facility (the “Revolving Credit Facility”)"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Leverage Ratio financial
"a financial covenant requiring that ... the Leverage Ratio ... not be greater than 3.75 to 1.00"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
Term SOFR financial
"For U.S. dollar-denominated Benchmark Loans, the reference rate is based on Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
commitment fee financial
"the Company is required to pay a commitment fee on the aggregate unused portion of the commitments"
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
events of default financial
"The Revolving Credit Agreement contains representations and warranties, events of default, and affirmative and negative covenants"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

 

 

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38855   52-1165937
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

151 W. 42nd Street,

New York, New York

   10036
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Address, If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.01 par value per share   NDAQ   The Nasdaq Stock Market
    Nasdaq Texas, LLC
4.500% Senior Notes due 2032   NDAQ32   The Nasdaq Stock Market
0.900% Senior Notes due 2033   NDAQ33   The Nasdaq Stock Market
0.875% Senior Notes due 2030   NDAQ30   The Nasdaq Stock Market
1.75% Senior Notes due 2029   NDAQ29   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01.

Entry into a Material Definitive Agreement.

Revolving Credit Agreement

On June 30, 2026, Nasdaq, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Revolving Credit Agreement”) among the Company, as the borrower, the lenders and issuing bank party thereto and Bank of America, N.A., as administrative agent. The Revolving Credit Agreement replaces the Company’s existing Amended and Restated Credit Agreement, dated December 16, 2022 and (as amended by Amendment No. 1, dated as of March 29, 2023, Amendment No. 2, dated as of June 16, 2023, Amendment No. 3, dated as of August 2, 2024, and Amendment No. 4, dated as of December 16, 2024, and as further amended, restated, amended and restated or otherwise modified from time to time), among the Company, as the borrower, the lenders and issuing bank party thereto and Bank of America, as the administrative agent thereunder.

The Revolving Credit Agreement provides for a $1.5 billion senior unsecured five-year revolving credit facility (the “Revolving Credit Facility”). The loans under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable reference rate plus a margin based on the Company’s debt ratings. The applicable margin ranges from, (i) in the case of Benchmark Loans and Daily Simple SOFR Loans (each term as defined in the Revolving Credit Agreement), 87.5 to 150.0 basis points and (ii) in the case of U.S. dollar-denominated loans bearing interest by reference to an alternative base rate, 0.0 basis points to 50.0 basis points, in each case, subject to certain pricing adjustments based on previously agreed criteria and metrics. For U.S. dollar-denominated Benchmark Loans, the reference rate is based on Term SOFR and, for Benchmark Loans denominated in other available currencies (including Euros, Sterling, Norwegian Kroner, Swedish Kronor, Danish Kroner and Canadian Dollars), the customary reference rate for the relevant currency. The Revolving Credit Agreement includes an option for the Company to increase the aggregate commitments thereunder by up to $1.0 billion, subject to customary conditions, including obtaining commitments with respect thereto. In addition, the Company is required to pay a commitment fee on the aggregate unused portion of the commitments under the Revolving Credit Facility ranging from 8.0 to 15.0 basis points, depending on the Company’s debt ratings, subject to certain fee adjustments based on certain previously agreed criteria and metrics.

The proceeds of the revolving loans may be used for general corporate purposes, including to: finance acquisitions, repay indebtedness, fund share repurchases and pay fees, costs and expenses incurred in connection with the Revolving Credit Facility.

The Revolving Credit Agreement contains representations and warranties, events of default, and affirmative and negative covenants customary for unsecured financings of this type, including a financial covenant requiring that, as of the last day of any period of four consecutive fiscal quarters, the Leverage Ratio (as such term is defined in the Revolving Credit Agreement) not be greater than 3.75 to 1.00, which may be increased in connection with certain material acquisitions during the term of the Revolving Credit Facility (i) once to 4.25 to 1.00 for four consecutive fiscal quarters and (ii) once to 4.50 to 1.00 for two consecutive fiscal quarters, stepping down thereafter to 4.25 to 1.00 for the next two fiscal quarters and then 4.00 to 1.00 for the following two fiscal quarters, in each case as more fully described in the Revolving Credit Agreement.

The Revolving Credit Agreement includes certain negative covenants which limit, among other things, (i) the incurrence of indebtedness by the Company’s subsidiaries, (ii) liens on assets of the Company and its subsidiaries securing indebtedness of the Company or any of its subsidiaries, (iii) the disposition of all or substantially all assets by the Company and its subsidiaries and (iv) certain mergers and consolidations involving the Company.

The Revolving Credit Agreement matures, and all amounts outstanding thereunder will be due and payable in full, on June 30, 2031. Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the commitments under the Revolving Credit Agreement are permissible without premium or penalty (other than customary breakage costs), subject to certain conditions pertaining to advance notice and minimum reduction amounts as described in the Revolving Credit Agreement. As of July 1, 2026, there were no loans outstanding under the Revolving Credit Facility.

A copy of the Revolving Credit Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and the summary of the Revolving Credit Agreement herein is qualified in its entirety thereby.

Many of the lenders under the Revolving Credit Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

 

Item 1.02.

Termination of a Material Definitive Agreement.

The information included in Item 1.01 above is incorporated by reference into this Item 1.02.

 

Item 2.03

Creation of a Direct Financial Obligation of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description

10.1    Amended and Restated Credit Agreement, dated as of June 30, 2026, among Nasdaq, Inc., the various lenders and issuing bank party thereto and Bank of America, N.A., as administrative agent.*
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

*

Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Nasdaq, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits to the Securities and Exchange Commission upon request.

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: July 1, 2026   NASDAQ, INC.
    By:  

/s/ John A. Zecca

    Name:   John A. Zecca
    Title:   Executive Vice President and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did Nasdaq (NDAQ) enter into on June 30, 2026?

Nasdaq entered a new Amended and Restated Credit Agreement providing a senior unsecured five-year revolving credit facility of up to $1.5 billion. The agreement replaces its prior revolver and includes customary covenants and events of default.

How large is Nasdaq’s new revolving credit facility and when does it mature?

The revolving credit facility has a committed size of $1.5 billion and matures on June 30, 2031. At maturity, all outstanding amounts become due, subject to any refinancings or amendments disclosed later.

Can Nasdaq (NDAQ) increase the size of its new revolving credit facility?

Yes. The agreement allows Nasdaq to increase aggregate commitments by up to an additional $1.0 billion, subject to customary conditions and obtaining lender commitments. This provides flexibility for future financing needs, including acquisitions and debt repayments.

What are the interest margins and fees on Nasdaq’s revolving credit facility?

Loan margins range from 87.5–150.0 basis points for Benchmark and Daily Simple SOFR loans and 0.0–50.0 basis points for alternative base rate loans. Unused commitments incur a commitment fee of 8.0–15.0 basis points, all linked to Nasdaq’s debt ratings.

What leverage covenant applies under Nasdaq’s new Revolving Credit Agreement?

The agreement requires Nasdaq’s Leverage Ratio not exceed 3.75 to 1.00 over any four-quarter period. It permits temporary step-ups, up to 4.50 to 1.00 for limited quarters, in connection with certain material acquisitions, then steps back down over time.

Is Nasdaq’s new $1.5 billion revolving credit facility currently drawn?

As of July 1, 2026, there were no loans outstanding under the revolving credit facility. This means the full commitment was available for future general corporate purposes, subject to the agreement’s terms and covenants.

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