NASDAQ (NDAQ) Announces Launch of Secondary Offering of Nasdaq Common Stock

Nasdaq, Inc. (Nasdaq: NDAQ) (the “Company” or “Nasdaq”) today announced a secondary public offering of 41,604,207 shares of its common stock currently held by Argus Seller, LP (the “Selling Stockholder”), an affiliate of certain funds managed by Thoma Bravo, L.P. Nasdaq is not selling any shares of its common stock and will not receive any proceeds from the sale of the shares by the Selling Stockholder in the offering.

In addition, on July 25, 2024, Nasdaq entered into a share repurchase agreement with the Selling Stockholder conditioned on the secondary public offering, pursuant to which Nasdaq has agreed to purchase from the Selling Stockholder 1,200,000 shares of common stock, provided that the total amount of shares to be repurchased does not exceed $120 million (the “Concurrent Share Repurchase”). The Concurrent Share Repurchase is part of the Company’s existing share repurchase program and offsets employee dilution. Nasdaq intends to fund the Concurrent Share Repurchase from existing cash on hand, together with borrowings under its commercial paper program. The underwriters will not receive any compensation for the shares being repurchased by Nasdaq.

At the completion of the offering and the Concurrent Share Repurchase, the Selling Stockholder is expected to hold 42,804,207 shares, representing approximately 7.4% of Nasdaq’s outstanding shares, which remain subject to an existing contractual lock-up until May 1, 2025.

Goldman Sachs & Co. LLC is acting as sole book-running manager for the offering.

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