8-K – 2026-01-29 – d103698d8k.htm

8-K

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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): January 29, 2026
 
 

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 January 29, 2026, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year 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 January 29, 2026, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2025 on its website at http://ir.nasdaq.com.
 

Item 8.01.
Other Events.

On January 29, 2026, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 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 January 29, 2026 relating to financial results for the fourth quarter and full fiscal year of 2025.

99.2
  
Press release dated January 29, 2026 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.
 

 
-2-

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: January 29, 2026
 

 
NASDAQ, INC.

 

 
By:
 
/s/ John A. Zecca

 

 
Name:
 
John A. Zecca

 

 
Title:
 
Executive Vice President and Chief Legal Officer