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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 19, 2022

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 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:

☐ | 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
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 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