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Nasdaq, Inc. Announces $475 Million Accelerated Stock Repurchase Program

Date 21/07/2021

Nasdaq, Inc. (the “Company”) (Nasdaq: NDAQ) today announced that it has entered into an accelerated stock repurchase agreement (“ASR”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $475 million of the Company’s common stock. The ASR was entered into pursuant to the Company’s share repurchase program, under which $1.46 billion remained available as of July 21, 2021.


“Our divestiture of Nasdaq Fixed Income in the first half of 2021 allows us to further concentrate our resources on technology, analytics, ESG and market infrastructure opportunities in support of our broader strategic direction," said Ann Dennison, Executive Vice President and Chief Financial Officer, Nasdaq. “Our decision to pursue an accelerated share repurchase agreement reflects our strong commitment to repurchase shares to offset the financial impact of the divestiture, while maintaining our consistent capital plan.”

Under the ASR agreement, the Company will make an initial payment of $475 million to Goldman Sachs and will receive an initial delivery of 2,039,940 shares of the Company’s common stock on July 23, 2021. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount and subject to adjustments pursuant to the terms of the ASR. The final settlement of the ASR is expected to be completed in the fourth quarter of 2021.

As previously announced following the issuance by the Company of approximately 6.2 million shares of its common stock to Newmark SPV I, LLC, an assignee of BGC Partners, L.P., in connection with the consummation of the sale of the Company’s U.S. fixed income business on June 25, 2021, the Company is repurchasing shares in order to offset longer-term dilution to non-GAAP earnings per share.