On December 1, 2025, Nasdaq, Inc. (NASDAQ: NDAQ) announced a strategic financial move involving cash tender offers aimed at purchasing up to $95 million of its outstanding debt securities. This decision is part of the company's broader strategy to manage its capital structure and reduce public debt. The offer focuses on two main classes of senior notes: the 5.350% Senior Notes due 2028 and the 3.950% Senior Notes due 2052.

2. Details of the Tender Offers

Nasdaq's tender offers are designed with specific parameters regarding the total amount and the types of securities involved. The offers include:

Maximum Tender Payment: $95 million (excluding accrued interest).

Sub-Caps:

2028 Notes Cap: $80 million for the 5.350% Senior Notes due 2028.

2052 Notes Cap: $10 million for the 3.950% Senior Notes due 2052.

The 2028 Notes have a total outstanding principal of $880 million, while the 2052 Notes stand at approximately $429.995 million.

Acceptance Priority Levels

The tender offers will prioritize the acceptance of notes based on the following levels:

2028 Tender Offer: 5.350% Senior Notes due 2028.

2052 Tender Offer: 3.950% Senior Notes due 2052.

Holders of the notes must validly tender their securities before the Early Tender Date of December 12, 2025, to be eligible for the early tender premium of $30. For those who tender after this date but before the Expiration Date of December 30, 2025, the early tender premium will not apply.

3. Financial Implications

The tender offers are expected to enhance Nasdaq's financial health by reducing its outstanding debt. The company plans to fund the purchases using available cash and other liquidity sources. The total consideration for each $1,000 principal amount of the notes will be calculated based on a fixed spread plus the yield of a U.S. Treasury reference security at 10:00 a.m. New York City time on December 15, 2025.

Early Tender Premium

Investors who tender their notes before the Early Tender Date will receive a total consideration that includes the early tender premium. Those who wait until after this date will only receive the total consideration minus the early tender premium.

4. Payment Timeline

Payment for the notes validly tendered will occur promptly after the expiration date, currently anticipated to be December 31, 2025. However, there is a possibility of earlier settlement for notes tendered by the Early Tender Date, potentially occurring on December 17, 2025, if conditions are met.

5. Market Context and Company Outlook

The announcement of these tender offers reflects Nasdaq's proactive approach to debt management amidst fluctuating market conditions. By strategically reducing its outstanding notes, Nasdaq aims to bolster its balance sheet and improve its financial flexibility.

About Nasdaq

Nasdaq, Inc. is a global technology company that serves a variety of clients including corporate entities, investment managers, banks, brokers, and exchange operators. The company is committed to enhancing the liquidity, transparency, and integrity of global capital markets through its diverse offerings of data, analytics, and software solutions.

The tender offers represent a significant opportunity for investors holding Nasdqa's notes, providing them with a chance to liquidate their investments under favorable terms while the company continues to optimize its financial structure for future growth.

Original press release