SCHEDULE 13D/A: Thoma Bravo Entities Reduce Nasdaq Stake Below 5% Threshold

Argus Seller, LP and Thoma Bravo UGP, LLC have reduced their beneficial ownership in Nasdaq, Inc. to 4.44% through an open market sale of 17.33 million shares.

Summary

• Argus Seller, LP and Thoma Bravo UGP, LLC (collectively, the "Reporting Persons") filed Amendment No. 2 to their Schedule 13D regarding their beneficial ownership in Nasdaq, Inc.
• The amendment reports a reduction in their beneficial ownership due to an open market sale of Common Stock.
• On May 7, 2025, the Reporting Persons sold 17,330,000 shares of Nasdaq Common Stock at a price of $77.90 per share.
• Following this transaction, the Reporting Persons beneficially own 25,474,207 shares of Nasdaq Common Stock.
• This remaining stake represents 4.44% of Nasdaq's outstanding Common Stock, calculated based on 574,121,620 shares outstanding as of April 22, 2025.
• Effective May 7, 2025, Argus Seller, LP and Thoma Bravo UGP, LLC ceased to beneficially own more than five percent of the outstanding shares of Nasdaq, Inc.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative for Nasdaq, Inc. as a significant institutional investor has reduced its stake below the 5% threshold, which could be perceived as a decrease in long-term conviction or a strategic exit, potentially signaling reduced confidence or creating selling pressure.

Positives

• The Reporting Persons successfully monetized a significant portion of their investment in Nasdaq, Inc., realizing capital from the sale of 17,330,000 shares at $77.90 per share.

Negatives

• A major institutional investor, Thoma Bravo, reducing its stake below the 5% threshold could be interpreted by the market as a decrease in long-term conviction or a strategic shift away from the investment in Nasdaq, Inc.
• The large block sale of 17,330,000 shares could potentially exert downward pressure on Nasdaq's stock price, depending on market absorption.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Nasdaq, Inc.'s future performance or the Reporting Persons' future investment intentions beyond the reported transaction.

Industry Context

This filing reflects a significant portfolio adjustment by a major investment firm (Thoma Bravo) in a leading financial technology and exchange operator (Nasdaq). While the document does not provide broader industry analysis, such a large sale by a notable investor can be observed by other market participants and may influence sentiment towards the sector or specific companies within it.

Related Party Transactions

• A Joint Filing Agreement, dated November 3, 2023, exists between the Reporting Persons (Argus Seller, LP and Thoma Bravo UGP, LLC) for the purpose of jointly filing Schedule 13D statements.

Stakeholder Impact

• Shareholders of Nasdaq, Inc. may experience potential stock price volatility or shifts in market sentiment due to the large block sale by a significant investor.
• The selling entities, Argus Seller, LP and Thoma Bravo UGP, LLC, have successfully realized capital from their investment in Nasdaq, Inc.

Key Dates

Keywords

Nasdaq, Thoma Bravo, Argus Seller, Beneficial Ownership, Stock Sale, Equity Investment, Schedule 13D, Common Stock, Investment Management