ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS
SUPPLEMENT DATED JULY 26, 2024 AND
PROSPECTUS DATED APRIL 30, 2024)
FILED PURSUANT TO RULE 433
REGISTRATION NUMBER 333-279011
Nasdaq Announces Launch of Secondary Offering of Nasdaq Common Stock
New York, July 26, 2024 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 Companys 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 Nasdaqs 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.
Nasdaq has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the SEC) for the offering to
which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents Nasdaq has filed with the SEC for more complete information about Nasdaq and the offering. You may get these
documents for free by visiting EDGAR on the SECs website at www.sec.gov. Alternatively, Nasdaq, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Goldman
Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Nasdaq
Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they
navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data,
analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.