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Form 8-K · Current Report · Filed 2026-01-16

Nasdaq Approves Amendments to Charter and By-Laws

On January 14, 2026, Nasdaq, Inc.'s shareholders approved a certificate of amendment to the company's Amended and Restated Certificate of Incorporation to provide for limited officer exculpation, which became effective upon filing with the Secretary of State of Delaware.

Filer
Nasdaq, Inc. NDAQ · NASDAQ
Filed
Accession
0001193125-26-015293
CIK
0001120193
Signal
Medium impactFinancial Services

Details

Additionally, Nasdaq's Board of Directors approved amendments to the Company's By-Laws, which were also subject to SEC approval and became effective on the same date. These amendments include updates to stockholder nominations and business proposals, provisions for operational flexibility, and various modernizing and technical revisions.

Items reported

Item events

Reported Item

Articles of Incorporation Amendment Bylaw Amendment

Market reaction

Close before filing

$100.33

Next session

-2.9%

Since filing

-6.1%

Latest close

$94.19

What happened, not what will happen — closing prices around the filing date.

About Nasdaq, Inc.

Nasdaq, Inc. is a prominent financial services corporation best known for owning and operating the Nasdaq Stock Market, a leading global electronic securities exchange. Its primary function is to facilitate efficient buying and selling of securities, leveraging cutting-edge electronic trading technology. Nasdaq, Inc. provides a robust platform for technology and innovation-driven companies, playing a crucial role in the capital markets by offering listings, trading, and market data services. It significantly impacts sectors such as technology, biotechnology, and telecommunications, earning its reputation as home to many of the world's largest and most influential tech giants. Beyond its exchange services, Nasdaq, Inc. also offers an extensive suite of financial technology solutions, including market intelligence, analytics, and investor relations services, supporting institutional and corporate clients worldwide. Founded in 1971, Nasdaq has continually advanced its market operation capabilities, maintaining its status as a key player in modern financial markets by shaping trading practices and market systems across the globe.

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