[8-K] Nasdaq, Inc. Reports Material Event

Rhea-AI Filing Summary

Nasdaq, Inc. filed a Form 8-K on 24 July 2025 to furnish information rather than formally file it with the SEC.

• Item 2.02: Exhibit 99.1 contains the press release with second-quarter 2025 financial results.
• Item 7.01: Slide deck for the Q2-25 earnings presentation was posted to ir.nasdaq.com.
• Item 8.01: Exhibit 99.2 announces the board’s declaration of a quarterly cash dividend.

No revenue, EPS or dividend per-share figures are provided in the body of this 8-K; investors must review the attached exhibits or website materials for quantitative details. The furnished information is explicitly not considered "filed" for Exchange Act purposes.

Insights

Financial Analyst

TL;DR: Routine 8-K furnishes Q2-25 earnings materials and dividend notice; no numbers included, so market impact is minimal.

The filing is a standard earnings-related 8-K. Management supplies the press release and slide deck as furnished exhibits, indicating transparency but avoiding incorporation into other SEC filings. A fresh quarterly dividend confirms continued shareholder-return policy, yet the absence of actual metrics prevents assessment of growth, margins or payout coverage. Until investors access Exhibits 99.1/99.2, impact remains neutral.

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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): July 24, 2025

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
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 2.02. Results of Operations and Financial Condition.

On July 24, 2025, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second quarter of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 24, 2025, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2025 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On July 24, 2025, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
99.1		Press release dated July 24, 2025 relating to financial results for the second quarter of 2025.
99.2		Press release dated July 24, 2025 relating to the declaration of a quarterly cash dividend.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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 24, 2025				NASDAQ, INC.
				By:		/s/ John A. Zecca
				Name:		John A. Zecca
				Title:		Executive Vice President and Chief Legal Officer

FAQ

What did Nasdaq (NDAQ) report in its 24 Jul 2025 Form 8-K?

It furnished Q2 2025 earnings results, an earnings slide deck, and announced a quarterly cash dividend.

Where can I find Nasdaq's Q2 2025 financial numbers?

They are contained in Exhibit 99.1 of the 8-K and in the slide deck posted on ir.nasdaq.com.

Did Nasdaq declare a dividend in this filing?

Yes. Exhibit 99.2 confirms the board declared its regular quarterly cash dividend.

Are the furnished materials considered "filed" with the SEC?

No. Items 2.02 and 7.01 are furnished, not filed, so they are not incorporated into other SEC filings.

How do I access the Q2-25 earnings presentation slides?

Visit Nasdaq’s investor relations site at http://ir.nasdaq.com; the slides were posted on 24 Jul 2025.