On July 30, 2024, Argus Seller, LP (the “Selling Stockholder”) completed the previously-announced secondary offering (the “Offering”) of 41,604,207 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of Nasdaq, Inc. (the “Company”). The Company did not receive any of the proceeds from the sale of the Shares in the Offering.
On July 29, 2024, in connection with the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Selling Stockholder and Goldman Sachs & Co. LLC (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, the Shares. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and other customary obligations of the parties and termination provisions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
The Shares were offered and sold in a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), which was effective upon filing (Registration No. 333-279011) and were offered pursuant to a prospectus supplement, dated July 29, 2024, and a base prospectus, dated April 30, 2024, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act. A copy of the opinion of Wachtell, Lipton, Rosen & Katz relating to the validity of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.
On July 30, 2024, in connection with the Offering, the Company completed the repurchase of an aggregate of 1,200,000 shares of Common Stock from the Selling Stockholder at the price per share paid by the Underwriter to the Selling Stockholder in the Offering (the “Repurchase”). The Repurchase is part of the Company’s existing share repurchase program and offsets employee dilution.
On July 26, 2024, the Company issued a press release announcing the launching of the Offering. On July 29, 2024 the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
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Exhibit
No. | | Exhibit Description |
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| 1.1 | | Underwriting Agreement, dated as of July 29, 2024, among Nasdaq, Inc., Argus Seller, LP and Goldman Sachs & Co. LLC. |
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| 5.1 | | Opinion of Wachtell, Lipton, Rosen & Katz, dated July 30, 2024. |
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| 23.1 | | Consent of Wachtell, Lipton, Rosen & Katz, dated July 30, 2024 (included in Exhibit 5.1). |
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| 99.1 | | Nasdaq, Inc. Launch Press Release, dated July 26, 2024. |
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| 99.2 | | Nasdaq, Inc. Pricing Press Release, dated July 29, 2024. |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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