UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
As previously disclosed, on November 1, 2023, Nasdaq, Inc. (the “Company”) completed its acquisition of Adenza Holdings, Inc. (the “Adenza Acquisition”). The Company is filing this Current Report on Form 8-K to provide certain pro forma financial information regarding the Adenza Acquisition for the year ended December 31, 2023, in connection with the Company’s filing of a new Registration Statement on Form S-3 (the “New Registration Statement”).
The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 has been prepared as if the Adenza Acquisition and related financing had occurred on January 1, 2023, the first day of the beginning of Nasdaq’s fiscal year 2023, and combines Nasdaq’s historical audited consolidated statement of income for the year ended December 31, 2023, which include two months of Adenza financial information post-acquisition close, with Adenza’s historical unaudited consolidated statement of operations for the ten months ended October 31, 2023. For the twelve months ended December 31, 2023, Adenza’s revenue was $583 million, GAAP operating income was $174 million, and non-GAAP operating income was $331 million. Non-GAAP operating income is calculated as GAAP operating income excluding intangible amortization of $130 million and restructuring related costs of $27 million for the year ended 2023. We believe our presentation of this measure provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of this measure is useful to investors for period-to-period comparisons of results as the excluded items do not reflect ongoing operating performance.
The Company expects to file the New Registration Statement on April 30, 2024 in connection with the upcoming expiration of the Company’s currently effective Registration Statement on Form S-3 (File No. 333-255666).
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company, giving effect to the Adenza Acquisition, for the year ended December 31, 2023, and the accompanying notes thereto, are filed as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 99.1 | Unaudited pro forma condensed combined financial information of Nasdaq, Inc. for the year ended December 31, 2023, and the accompanying notes thereto. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: April 30, 2024 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||