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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/24 Nasdaq, Inc. 8-K:8,9 5/03/24 12:217K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-5.1 Opinion of Counsel re: Legality HTML 12K 7: R1 Document and Entity Information HTML 58K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- d774461d8k_htm XML 28K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- ndaq-20240503_def XML 43K 5: EX-101.LAB XBRL Labels -- ndaq-20240503_lab XML 73K 6: EX-101.PRE XBRL Presentations -- ndaq-20240503_pre XML 45K 3: EX-101.SCH XBRL Schema -- ndaq-20240503 XSD 18K 10: JSON XBRL Instance as JSON Data -- MetaLinks 15± 23K 11: ZIP XBRL Zipped Folder -- 0001193125-24-130753-xbrl Zip 20K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i May 3, 2024
i Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38855 | i 52-1165937 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 151 W. 42nd Street, i New York, i New York |
i 10036 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: +1 i 212 i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 |
Name of each exchange on which registered | ||
| i Common Stock, $0.01 par value per share | i NDAQ | i The Nasdaq Stock Market | ||
| i 4.500% Senior Notes due 2032 | i NDAQ32 | i The Nasdaq Stock Market | ||
| i 0.900% Senior Notes due 2033 | i NDAQ33 | i The Nasdaq Stock Market | ||
| i 0.875% Senior Notes due 2030 | i NDAQ30 | i The Nasdaq Stock Market | ||
| i 1.75% Senior Notes due 2029 | i NDAQ29 | i 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 i ☐
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 8.01. | Other Events. |
On May 3, 2024, Nasdaq, Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to its previously filed automatic shelf registration statement on Form S-3 (File No. 333-279011) registering the resale of up to 85,608,414 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), which may be used by the selling stockholder identified therein to resell the Shares covered thereby.
The Company is filing this Current Report on Form 8-K for the purpose of filing the legal opinion as to the validity of the Shares in connection with the Resale Prospectus Supplement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz. | |
| 23.1 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
-2-
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: May 3, 2024 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
-3-
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 5/3/24 | 424B7 | ||
| List all Filings | ||||