Form 4: Thoma Bravo's Argus Seller LP Sells 42.8 Million Shares of Nasdaq Inc. in Public Offering

Argus Seller, LP, affiliated with Thoma Bravo, sold 42,804,207 shares of Nasdaq Inc. common stock at $64.58 per share in a public offering.

Summary

• Argus Seller, LP, a 10% owner affiliated with Thoma Bravo, sold 42,804,207 shares of Nasdaq, Inc. (NDAQ) common stock on July 29, 2024.
• The sale was executed at a price of $64.58 per share.
• The transaction was part of an underwritten public offering pursuant to Nasdaq's Registration Statement on Form S-3 (File No. 333-279011).
• Thoma Bravo UGP, LLC, as the ultimate general partner of certain Thoma Bravo Funds, may be deemed to beneficially own the shares held by Argus Seller, but disclaims beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a standard transaction of a large shareholder reducing their stake. It doesn't necessarily indicate a negative outlook for Nasdaq, but it does remove a significant holder from the shareholder base.

Industry Context

Private equity firms like Thoma Bravo often take companies public or reduce their stakes in publicly traded companies to realize returns on their investments. This sale represents a significant reduction in Thoma Bravo's stake in Nasdaq Inc.

Comparison to Industry Standards

• It is common for large shareholders, especially private equity firms, to periodically reduce their holdings in public companies.
• Similar transactions can be seen with other major shareholders in companies like Intercontinental Exchange (ICE) or London Stock Exchange Group (LSEG), where large stakeholders may sell shares to diversify their portfolios or return capital to investors.

Stakeholder Impact

• The sale could potentially create short-term downward pressure on Nasdaq's stock price due to the increased supply of shares.
• Long-term impact on stakeholders is likely to be minimal, as the company's fundamentals remain unchanged.

Key Dates