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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/19/22 Nasdaq, Inc. 8-K:2,7,8,910/19/22 14:5.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-99.1 Miscellaneous Exhibit HTML 303K 3: EX-99.2 Miscellaneous Exhibit HTML 8K 4: EX-99.3 Miscellaneous Exhibit HTML 11K 9: R1 Document and Entity Information HTML 56K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d392127d8k_htm XML 24K 11: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.DEF XBRL Definitions -- ndaq-20221019_def XML 43K 7: EX-101.LAB XBRL Labels -- ndaq-20221019_lab XML 71K 8: EX-101.PRE XBRL Presentations -- ndaq-20221019_pre XML 44K 5: EX-101.SCH XBRL Schema -- ndaq-20221019 XSD 18K 13: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 14: ZIP XBRL Zipped Folder -- 0001193125-22-264886-xbrl Zip 47K
| 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 October 19, 2022
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 Former 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 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 2.02. Results of Operations and Financial Condition.
On October 19, 2022, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third quarter of 2022. 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 October 19, 2022, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2022 on its website at http://ir.nasdaq.com/.
Additionally, as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2022, Nasdaq will organize its business units into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime, effective by the end of the fourth quarter 2022. To assist investors who may want to consider the effects of these segment reporting changes on Nasdaq’s historical results, Nasdaq has furnished herewith as Exhibit 99.2 unaudited supplemental recast financial information for the period 2020-2022 that reflects the segment changes described above. Nasdaq intends to provide its fourth quarter and full year 2022 results, as well as future reporting, in alignment with the new corporate structure and reporting segments. This supplemental recast financial information is also available on Nasdaq’s website at http://ir.nasdaq.com/.
Item 8.01. Other Events.
On October 19, 2022, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.3 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 October 19, 2022 relating to financial results for the third quarter of 2022. | |
| 99.2 | Unaudited Supplemental Summary Financial Information – New Financial Reporting Segment Presentation Slides. | |
| 99.3 | Press release dated October 19, 2022 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 and Exhibit 99.2, 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: October 19, 2022 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 10/19/22 | |||
| 9/28/22 | 8-K | |||
| List all Filings | ||||