NDAQ Nasdaq Inc - 144A

Filed: 11 Feb 21, 4:06pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2021



Nasdaq, Inc.

(Exact name of registrant as specified in its charter)




Delaware 001-38855 52-1165937

(State or other jurisdiction

of incorporation)



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





Name of each exchange

on which registered

Common Stock, $0.01 par value per share NDAQ 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
1.75% Senior Notes due 2023 NDAQ23 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 8.01.

Other Events.

On February 11, 2021, Nasdaq, Inc. (“Nasdaq”) completed its previously announced acquisition of all of the outstanding common shares of Verafin Holdings Inc. (“Verafin”) for an aggregate purchase price of approximately $2.75 billion in cash, pursuant to that certain share purchase agreement, dated as of November 18, 2020, by and among Nasdaq, Osprey Acquisition ULC, a wholly owned subsidiary of Nasdaq, Verafin, certain shareholders of Verafin, and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers, as amended on February 11, 2021 (the “Acquisition”). Also on February 11, 2021, Nasdaq issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:





99.1  Press Release, dated February 11, 2021.
104  Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




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: February 11, 2021  NASDAQ, INC.

/s/ John A. Zecca

  Name: John A. Zecca
  Title: Executive Vice President and Chief Legal Officer