Nasdaq (NDAQ) implements charter exculpation and modernized By-Laws changes

Rhea-AI Filing Summary

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.

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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): January 14, 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
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Nasdaq, Inc. (“Nasdaq” or the “Company”) 2025 Annual Meeting of Shareholders, held on June 11, 2025, Nasdaq’s shareholders approved a certificate of amendment to Nasdaq’s Amended and Restated Certificate of Incorporation to provide for limited officer exculpation (the “Charter Amendment”). As previously disclosed, the Charter Amendment was also subject to the approval of the Securities and Exchange Commission (the “SEC”). The Charter Amendment was approved by the SEC and became effective upon its filing with the Secretary of State of the State of Delaware on January 14, 2026.

Additionally, on April 23, 2025, Nasdaq’s Board of Directors approved amendments to the By-Laws of the Company (the “By-Laws” and the amendments thereto, the “By-Laws Amendments”), which amendments were also subject to the approval of the SEC. The By-Laws Amendments were approved by the SEC and were declared effective by the Company on January 14, 2026.

The By-Laws Amendments were made primarily to, among other things, (i) modernize the advance notice by-law provision regarding stockholder nominations and business proposals, including updates to address rules adopted by the SEC relating to universal proxy cards; (ii) provide the Company and its Board of Directors operational flexibility regarding procedural and administrative matters; (iii) modernize provisions of the By-Laws to reflect recent amendments to the Delaware General Corporation Law; (iv) modernize the emergency By-Law provision; and (v) adopt a forum selection by-law provision providing that Delaware or federal courts, as applicable, shall be the exclusive forum for certain claims against the Company. Additionally, the By-Laws were amended to modernize various administrative provisions, as well as make clarifying, conforming, or technical revisions.

These descriptions of the Charter Amendment and By-Laws Amendments are not complete and are qualified in their entirety by reference to the text of the Charter Amendment and Amended and Restated By-Laws, copies of which are filed as Exhibit 3.1 and 3.2, respectively, to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
3.1		Certificate of Amendment to Nasdaq’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on January 14, 2026.
3.2		Amended and Restated By-Laws of Nasdaq, Inc.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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: January 16, 2026				NASDAQ, INC.
				By:		/s/ John A. Zecca
				Name:		John A. Zecca
				Title:		Executive Vice President and Chief Legal Officer

FAQ

What corporate changes did Nasdaq (NDAQ) report in this 8-K?

Nasdaq reported that a shareholder-approved amendment to its Amended and Restated Certificate of Incorporation providing for limited officer exculpation became effective on January 14, 2026, and that board-approved amendments to its By-Laws, addressing governance and procedural matters, also became effective on that date.

When did Nasdaq’s charter amendment and By-Laws changes become effective?

Both the charter amendment and the amended and restated By-Laws became effective on January 14, 2026, after approval by the Securities and Exchange Commission and filing or declaration of effectiveness by the company.

What is the purpose of Nasdaq’s limited officer exculpation charter amendment?

The charter amendment provides for limited exculpation of certain officers from personal monetary liability in specified circumstances, aligning with recent developments under Delaware corporate law and reflecting what shareholders approved at Nasdaq’s 2025 annual meeting.

How did Nasdaq’s By-Laws change regarding shareholder nominations and proposals?

The By-Laws were amended to modernize the advance notice provision for shareholder nominations and business proposals, including updates that address Securities and Exchange Commission rules relating to universal proxy cards and related procedural requirements.

Did Nasdaq adopt an exclusive forum provision in its By-Laws?

Yes. The amended By-Laws include a forum selection provision stating that Delaware or federal courts, as applicable, will be the exclusive forum for certain types of claims brought against the company.

What other governance updates did Nasdaq’s By-Laws amendments include?

The amendments provide the board with additional operational flexibility on procedural and administrative matters, update emergency By-Law provisions, reflect recent changes to the Delaware General Corporation Law, and include modernizing, clarifying, conforming, and technical revisions.