Nasdaq, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated April 30, 2024, relates to Nasdaq, Inc.'s acquisition of Adenza Holdings, Inc., completed on November 1, 2023. The filing provides unaudited pro forma financial information for the year ended December 31, 2023, assuming the acquisition occurred on January 1, 2023. This disclosure supports the filing of a new Registration Statement on Form S-3 to replace the Company's expiring registration.
Key Financial Metrics
The filing presents pro forma data for the twelve months ended December 31, 2023, specifically for the Adenza acquisition component:
- Revenue: $583 million
- GAAP Operating Income: $174 million
- Non-GAAP Operating Income: $331 million
Non-GAAP operating income excludes intangible amortization of $130 million and restructuring-related costs of $27 million. The filing does not provide consolidated revenue, profit, cash flow, margins, debt, or liquidity figures for Nasdaq, Inc. as a whole in this specific text; it focuses on the pro forma impact of the Adenza acquisition.
Material Changes
The primary material change disclosed is the integration of Adenza Holdings into Nasdaq's financial reporting on a pro forma basis. The pro forma statement combines Nasdaq's historical audited results (including two months of Adenza post-close data) with Adenza's historical unaudited results for the ten months ended October 31, 2023.
Guidance, Outlook, and Management Commentary
Management states that the presentation of Non-GAAP operating income provides greater transparency and is useful for period-to-period comparisons, as excluded items (amortization and restructuring) do not reflect ongoing operating performance. The Company expects to file the new Form S-3 Registration Statement on April 30, 2024. No specific forward-looking guidance or risk factors beyond the standard acquisition context are detailed in this excerpt.
Investor Verification Checklist
- Review Exhibit 99.1 for the full unaudited pro forma condensed combined financial statements.
- Verify the details of the new Form S-3 Registration Statement filing.
- Confirm the specific impact of the $130 million intangible amortization and $27 million restructuring costs on future earnings.
- Check subsequent filings for consolidated full-year 2023 results including the full Adenza contribution.