Item 1.01. Entry into a Material Definitive Agreement.

On March 7, 2022, Nasdaq, Inc. (the "Company") completed a public offering of $550,000,000 aggregate principal amount of its 3.950% senior notes due 2052 (the "Senior Notes"). The offering of the Senior Notes was made pursuant to the Company's registration statement on Form S-3 (Registration Statement No. 333-255666) filed with the U.S. Securities and Exchange Commission on April 30, 2021.

The Senior Notes were issued under the Indenture, dated June 7, 2013, between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the "Trustee"), as amended by the Thirteenth Supplemental Indenture (the "Supplemental Indenture"), dated March 7, 2022, by and between the Company and the Trustee. The Supplemental Indenture includes the form of the Senior Notes. The Senior Notes will accrue interest annually at a rate of 3.950% per annum and will be payable in cash semi-annually in arrears on March 7 and September 7 of each year, commencing on September 7, 2022. The Senior Notes will mature on March 7, 2052.

The Supplemental Indenture is filed as an exhibit to this Form 8-K and is incorporated herein by reference. The description of the Supplemental Indenture is qualified in its entirety by reference thereto.

In addition, in connection with the offering of the Senior Notes, the Company is filing a legal opinion regarding the validity of the Senior Notes, filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.




Item 8.01. Other Events.

In connection with the offering of the Senior Notes, the Company entered into an Underwriting Agreement (the "Underwriting Agreement"), dated March 2, 2022, with the underwriters named therein.

The underwriting agreement and the press releases relating to the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference. The description of the underwriting agreement is qualified in its entirety by reference thereto.

The Company expects to use the net proceeds of the Senior Notes to reduce indebtedness and for other general corporate purposes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:



Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated March 2, 2022, by and between Nasdaq,
             Inc., and the underwriters named therein.

 4.1           Indenture, dated as of June 7, 2013, between the Company and
             Computershare Trust Company, N.A. (as successor to Wells Fargo Bank,
             National Association), as trustee - incorporated herein by reference
             to Exhibit 4.1 to the Company's Form 8-K filed on June 10, 2013.

 4.2           Thirteenth Supplemental Indenture, March 7, 2022, by and between
             Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to
             Wells Fargo Bank, National Association), as trustee.

 5.1           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1           Consent of Skadden, Arps, Slate, Meagher & Flom LLP - included as
             part of Exhibit 5.1 hereto.

99.1           Nasdaq, Inc. Press Release Announcing the Launch of the Offering,
             dated March 2, 2022.

99.2           Nasdaq, Inc. Press Release Announcing the Pricing of the Offering,
             dated March 2, 2022.

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

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