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): ~~October 21~~December 1, 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 October 21, 2025, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third 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 October 21, 2025, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2025 on its website at http://ir.nasdaq.com.

Item 8.01.

Other Events.

On ~~October~~December 211, 2025, Nasdaq, ~~issued~~Inc. a(the ~~press~~“Company”) ~~release~~announced ~~announcing~~the commencement of cash tender offers (the ~~declaration~~“Tender Offers”) to purchase for cash certain of its outstanding notes up to an aggregate purchase price of $95,000,000 (excluding accrued interest), subject to (i) a ~~quarterly~~sub-cap ~~cash~~of ~~dividend~~$80,000,000 in aggregate principal amount of the Company’s 5.350% Senior Notes due 2028 (CUSIP No. 63111X AH4) and (ii) a sub-cap of $10,000,000 in aggregate principal amount of the Company’s 3.950% Senior Notes due 2052 (CUSIP No. 631103 AM0). The Tender Offers are subject to applicable acceptance priority levels and potential proration. A copy of the press release isannouncing ~~attached~~the asTender ~~Exhibit~~Offers, ~~99.2~~and towhich ~~this~~describes ~~Current~~the ~~Report~~Tender onOffers ~~Form 8-K and~~in greater detail, is ~~incorporated~~attached ~~herein~~hereto as Exhibit 99.1 and incorporated by reference herein.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		~~Exhibit~~ Description
99.1		Press ~~release~~Release ~~dated~~announcing ~~October~~the ~~21,~~commencement ~~2025~~of ~~relating~~the toTender ~~financial~~Offers, ~~results~~dated ~~for~~December ~~the~~1, ~~third quarter of~~ 2025.
99.2		Press release dated October 21, 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: October 21, 2025

NASDAQ, INC.

Dated: December 1, 2025

NASDAQ, INC.

/s/ John A. Zecca

John A. Zecca

Executive Vice President and Chief Legal Officer

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