Nasdaq, Inc. filings document governance, financial results, capital actions and registered securities for a public market-technology operator. Recent 8-K reports cover quarterly and annual results, Regulation FD presentation materials, dividend declarations, amendments to charter and bylaw provisions, and tender offers involving outstanding senior notes.
The company’s proxy materials describe board matters, shareholder voting items, executive compensation and equity awards. Cover-page disclosures identify Nasdaq common stock and listed senior notes, including securities registered on The Nasdaq Stock Market and related Nasdaq trading venues.
Tal Cohen reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 77,448 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 228,165 shares.
Nasdaq, Inc. executive John Zecca reported multiple equity award transactions in company stock. On February 11, 2026, he acquired 24,602 shares of Common Stock at $0 through settlement of performance share units tied to goals for the period from January 1, 2023 through December 31, 2025.
On the same date, 9,430 shares were disposed of at $82.51 to cover taxes related to that settlement. He also received an additional 8,026 shares at $0 in connection with performance share units based on goals for January 1, 2024 through December 31, 2025, with underlying shares scheduled to vest on January 4, 2027. After these transactions, he directly held 148,872 shares of Nasdaq Common Stock, including restricted stock and vested and unvested performance share units.
Investor AB, a 10% owner of Nasdaq, Inc. (NDAQ), reported an indirect open‑market purchase of 200,000 shares of common stock. The transaction on February 13, 2026 was executed at a weighted average price of $79.1752 per share, across multiple trades between $79.10 and $79.52.
The shares are held directly by Innax AB (formerly Patricia Holding AB), for which Investor AB is the sole shareholder. Following this transaction, entities associated with the reporting person indirectly hold 58,382,426 shares of Nasdaq common stock, with certain parties disclaiming beneficial ownership except to the extent of their pecuniary interest.
Nasdaq, Inc. describes how it has evolved into a global technology platform powering markets, data and regulatory infrastructure worldwide. The company now organizes its business into three segments: Capital Access Platforms, Financial Technology and Market Services, serving about 3,800 clients and more than 135 marketplaces in over 55 countries.
As of December 31, 2025, Nasdaq hosted 5,599 listed companies across its U.S., Nordic, Baltic and First North exchanges, including 4,480 on The Nasdaq Stock Market and 1,119 on Nordic and Baltic venues. In 2025, there were 784 new U.S. listings, with 155 operating-company IPOs, 126 SPAC IPOs, 20 exchange switches and 452 ETP and other listings.
Nasdaq’s index franchise remains significant, with 451 ETPs on 27 exchanges tracking its indices and $882 billion in assets tied to them as of December 31, 2025; more than $640 billion tracked Nasdaq-100 core indices. The firm also details a substantial note program, including dollar and euro senior unsecured notes maturing between 2026 and 2063.
The filing highlights strategic emphasis on AI, cloud migration with AWS, and the Adenza (AxiomSL and Calypso) acquisition to deepen regulatory technology and trading solutions. Nasdaq outlines plans for 23-hour Global Trading Hours on The Nasdaq Stock Market in the second half of 2026, subject to regulatory approval, and a wind-down of its Nordic power futures and related commodities clearing by 2026.
Nasdaq also underscores sustainability and human-capital priorities. As of December 31, 2025, it employed 9,525 people, reported an 81% favorable employee engagement score and a 5.6% voluntary attrition rate, and describes progress toward science-based climate targets and expanded ESG data and reporting tools for clients.
Nasdaq, Inc. director Michael R. Splinter reported a gift of 4,680 shares of Nasdaq common stock on January 30, 2026. The shares were transferred at a price of $0 under transaction code G, which denotes a bona fide gift.
Following the transaction, he was shown with 212,742 equity-based units related to Nasdaq’s equity incentive plan, of which 207,501 were vested, and 15,225 shares held indirectly through family trusts where he serves as trustee.
Nasdaq, Inc. Chair and CEO Adena T. Friedman exercised employee stock options for 300,000 shares of common stock at an exercise price of $22.22 per share and on the same day sold 300,000 shares at a weighted average price of $96.91 per share under a pre-arranged Rule 10b5-1(c) trading plan adopted on September 11, 2025.
After these transactions, she directly holds 1,924,903 shares of Nasdaq common stock and 206,451 employee stock options at a $22.22 exercise price, plus an additional 306,936 options at a $67.48 exercise price that vest on January 3, 2027.
She also has indirect beneficial ownership of 73,500 Nasdaq shares in each of two family trusts established for estate planning purposes.
Nasdaq, Inc. filed a Form 8-K to report that it issued a press release with financial results for the fourth quarter and full fiscal year of 2025. The company also announced that it declared a quarterly cash dividend and posted related earnings presentation slides on its investor relations website.
The filing attaches the earnings press release as Exhibit 99.1 and the dividend press release as Exhibit 99.2, with both dated January 29, 2026.
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.