---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-270374"
form_type: "8-K"
ticker: "NDAQ"
cik: "0001120193"
company_name: "NASDAQ, INC."
filed_at: "2023-11-03T23:59:59+00:00"
generated_at: "2026-06-08T21:57:56.479580+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Nasdaq completes $10.02B acquisition of Adenza from Thoma Bravo; appoints Holden Spaht to board

## Summary
- Closed Adenza acquisition for ~$10.02B: 85.6M shares (~$4.25B) plus $5.77B cash.
- Thoma Bravo lock-up: 50% shares released at 6 months, 50% at 18 months; nomination right if holds ≥10%.
- Expects $80M net expense synergies in 2 years, $100M revenue synergies long-term; leverage target 4.0x in 18 months.
- Appointed Thoma Bravo's Holden Spaht to Board, effective immediately, expanding board to 12 members.
- New divisions: Capital Access Platforms, Market Services, Financial Technology (Capital Markets Tech & Regulatory Tech).

## SEC filing metadata
- accession: 0001193125-23-270374
- form_type: 8-K
- ticker: NDAQ
- cik: 0001120193
- company_name: NASDAQ, INC.
- filed_at: 2023-11-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/0001193125-23-270374-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-270374
- JSON: https://secwatch.observer/filing/0001193125-23-270374.json
- Plain text: https://secwatch.observer/filing/0001193125-23-270374.txt

## Key facts
- Executive change
  Holden Spaht was appointed as Director at NASDAQ, INC..
  - Action: appointed
  - Role: Director
  source text: On November 1, 2023, effective as of the closing of the Mergers, Mr. Spaht was appointed to the Board of Directors of Nasdaq.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/0001193125-23-270374-index.htm
- M&A Transactions
  NASDAQ, INC. completed an acquisition involving Adenza Holdings, Inc. for approximately $10.02 billion (closed 2023-11-01).
  - Action: acquisition
  - Counterparty: Adenza Holdings, Inc.
  - Consideration: approximately $10.02 billion
  - Closing: 2023-11-01
  source text: closing price of Nasdaq common stock on October 31, 2023, the Stock Consideration had a value of approximately $4.25 billion, for an aggregate transaction value of approximately $10.02 billion. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which was
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/0001193125-23-270374-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.