NASDAQ, INC. 8-K

What Happened

• Nasdaq, Inc. announced on June 30, 2026 that it entered into an Amended and Restated Credit Agreement establishing a $1.5 billion senior unsecured five-year revolving credit facility (maturing June 30, 2031) with Bank of America, N.A. as administrative agent. The facility replaces Nasdaq’s prior credit agreement dated December 16, 2022 (and subsequent amendments).
• The revolver may be increased by up to $1.0 billion subject to customary conditions, and as of July 1, 2026 there were no loans outstanding under the facility.

Key Details

• Size and term: $1.5 billion committed, five‑year maturity (June 30, 2031); optional increase up to $1.0 billion.
• Pricing: interest = reference rate (Term SOFR for USD Benchmark Loans) + margin. Margin range for Benchmark/Daily Simple SOFR Loans: 87.5–150.0 bps; for USD loans tied to an alternative base rate: 0–50.0 bps.
• Fees: commitment fee on unused commitments of 8.0–15.0 bps (tiered by Nasdaq’s debt ratings).
• Use of proceeds: general corporate purposes including acquisitions, debt repayment and share repurchases.
• Covenants: customary affirmative/negative covenants and events of default; financial covenant caps Leverage Ratio at 3.75x (with temporary step-ups to 4.25x and 4.50x in connection with certain acquisitions, then scheduled step‑downs).
• Other: voluntary prepayments and commitment reductions allowed (subject to customary conditions); some lenders may have existing or future banking/advisory relationships with Nasdaq.

Why It Matters

• The new revolver provides Nasdaq with a committed, multi‑year source of liquidity and financial flexibility to fund acquisitions, repay debt or support share repurchases without drawing immediately on the facility (no borrowings outstanding as of July 1, 2026).
• Pricing is tied to Nasdaq’s debt ratings and market interest rates (Term SOFR), so borrowing cost will vary with credit profile and rate moves. The Leverage Ratio covenant limits how much debt the company can carry, which can affect future financing, acquisitions or buybacks if leverage approaches covenant levels.
• Overall, this is a standard corporate financing arrangement that strengthens Nasdaq’s secured access to short‑term funding while preserving flexibility for corporate actions.