NASDAQ OMX Group (NDAQ)

Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2006, The NASDAQ Stock Market LLC (Exchange), a wholly owned subsidiary of The Nasdaq Stock Market, Inc. (Nasdaq), entered into a transitional system and regulatory services agreement with National Association of Securities Dealers, Inc. (NASD). As described further below, and until the effectiveness of the transitional system and regulatory services agreement, NASD maintained voting control over Nasdaq through its ownership of the one outstanding share of Nasdaq’s Series D Preferred Stock, par value $0.01 per share.

Under the transitional system and regulatory services agreement, the Exchange will perform certain functions formerly delegated to Nasdaq by NASD through the Plan of Allocation and Delegation of Functions by NASD to Subsidiaries (Delegation Plan). These functions include the operation of certain quotation, transaction execution and trade reporting services for non-Nasdaq-listed securities and the administration of related SEC rules. As it had under the Delegation Plan, NASD will continue to provide certain regulatory functions related to the services provided by the Exchange under the transitional system and regulatory services agreement.

The Exchange shall retain all revenues received, and pay all costs incurred, in connection with the services provided to NASD under the transitional system and regulatory services agreement. The Exchange shall pay NASD for costs associated with NASD’s performance of the regulatory functions described above. The agreement is not expected to have any effect on Nasdaq’s costs or revenues.

The agreement will terminate upon the earlier of the date on which (i) the Exchange begins to operate, without providing regulatory services to NASD, certain technology that will allow NASD to provide a facility for quoting and trade reporting for non-Nasdaq-listed securities or (ii) NASD commences using alternate technology to provide such a facility.

A copy of the transitional system and regulatory services agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

The Nasdaq Stock Market, Inc. entered into a Letter Agreement with Anna Ewing, its Executive Vice President — Operations & Technology and Chief Information Officer, effective as of July 28, 2006. The Letter Agreement provides enhanced severance benefits upon termination in connection with a change in control of Nasdaq. The Letter Agreement was approved by Nasdaq’s Board of Directors, and the terms of the Letter Agreement were previously disclosed on Nasdaq’s Form 8-K dated February 9, 2005. That description is incorporated by reference into this Form 8-K. The Letter Agreement contains substantially the same terms and conditions as the revised letter agreements that Nasdaq entered into with six other executive officers, effective as of March 23, 2005, which were previously disclosed on Nasdaq’s Form 10-Q for the quarter ended March 31, 2005, filed on May 10, 2005.

A copy of the Letter Agreement is filed herewith and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On May 19, 2006, The Nasdaq Stock Market, Inc. amended its credit facility by entering the following amended and restated credit agreements (the “BOA Credit Facility”).

Although the BOA Credit Facility remains largely unchanged, the amendments, among other things, (i) provide for lower applicable margins, (ii) provide for an increased allowance with respect to Permitted Acquisitions (as defined in the BOA Credit Facility), (iii) adjust the calculation of interest expense coverage ratio to account for the smaller amount of debt to be serviced by Nasdaq and (iv) eliminate the prepayment trigger with respect to return on capital on the stock of London Stock Exchange Group plc held by Nasdaq. As well, the amount borrowed under the term loan credit agreement was reduced by $665.2 million to $434.8 in connection with the prepayment of Nasdaq’s net proceeds from its equity offering in April 2006.

The BOA Credit Facility provides for credit of up to $1.2598 billion of senior secured financing. The $1.2598 billion available under the BOA Credit Facility includes (1) a five-year $75.0 million revolving credit facility, with a letter of credit subfacility and swingline loan subfacility; (2) a six-year $750.0 million senior term loan facility; and (3) a six-year $434.8 million secured term loan facility structured as a delayed-draw term loan. Each of the term loan facilities are fully drawn. The interest rate on loans made under BOA Credit Facility is expected to be either (1) a rate per annum equal to the greater of (a) the rate announced from time to time by Bank of America, N.A. as its “prime rate” and (b) the federal funds effective rate plus 1/2 of 1% or (2) at the “LIBO Rate” used by Bank of America, N.A., in each case, plus an applicable margin that is subject to adjustment depending upon the ratings of the loans under the BOA Credit Facility most recently received by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group, Inc. or the amount of total indebtedness of Nasdaq under the BOA Credit Facility. Nasdaq has also agreed to pay customary fees and expenses related to the BOA Credit Facility and to provide customary indemnities.

The BOA Credit Facility amends and restates (i) Nasdaq’s existing credit agreement, dated as of April 11, 2006, among Nasdaq, the financial institutions that are or may from time to time become parties thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager and (ii) Nasdaq’s existing term loan credit agreement, dated as of April 11, 2006, among Nasdaq, Nightingale Acquisition Limited, the financial institutions that are or may from time to time become parties thereto, Banc of America Bridge LLC, as Administrative Agent, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager.

Nasdaq’s obligations under the BOA Credit Facility will be secured by a security interest in and liens upon substantially all of the assets of Nasdaq and its subsidiaries. All of Nasdaq’s domestic subsidiaries will be guarantors of its obligations under the BOA Credit Facility, excluding the regulated broker-dealer subsidiaries, the insurance-related subsidiaries and the “trade reporting facility,” which we expect to form in later in 2006.

The BOA Credit Facility contains customary negative covenants on Nasdaq and its subsidiaries, including the following:

The BOA Credit Facility also contains customary affirmative covenants, including access to financial statements, notice of trigger events and defaults, and maintenance of business and insurance, and events of default, as well as cross-defaults with both Nasdaq’s $205.0 million convertible notes and $240.0 million convertible notes and associated warrants and any then outstanding subordinated debt.

Nasdaq is permitted to repay borrowings under the credit facility at any time in whole or in part, subject to Nasdaq’s remaining in compliance with the covenants discussed above and Nasdaq’s obligation to pay additional fees in certain circumstances. Beginning in 2007, Nasdaq also is required to use a percentage of its excess cash flow, as defined in the BOA Credit Facility and calculated with respect to the prior fiscal year, to repay loans outstanding under the BOA Credit Facility. The percentage of cash flow Nasdaq is required to use for repayments varies depending on Nasdaq’s leverage ratio at the end of the year for which cash flow is calculated, with the maximum repayment percentage set at 50.0% of excess cash flow.

Copies of the Amended and Restated Credit Agreement and Amended and Restated Term Loan Credit Agreement are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On May 10, 2006, Nightingale Acquisition Limited, a private limited company formed under the laws of England and Wales and a wholly-owned subsidiary of The Nasdaq Stock Market, Inc., agreed to purchase 13,791,440 shares, or approximately 5.4% of the issued share capital, of the London Stock Exchange plc, at a price of GBP 12.48 per share. The total consideration represents approximately GBP 172.1 million, or $321.4 million, based on an exchange rate of 1.87 U.S. Dollars per British Pound as of May 10, 2006. Nasdaq agreed to purchase 10,291,440 of the LSE shares from UBS AG, and agreed to purchase the balance from other LSE shareholders. Nasdaq completed these share purchases on May 15, 2006.

Daniel Coleman, a member of Nasdaq’s board of directors, is also the Joint Global Head of Equities at UBS Securities LLC, a broker-dealer subsidiary of UBS AG. All of the shares were purchased in ordinary market transactions with the terms determined through arms-length negotiation between the parties.

Nasdaq paid for these share purchases using $310.1 million available under its credit facility with affiliates of Bank of America, which became effective on April 18, 2006 and $11.3 million from cash on hand. The terms and conditions of the Bank of America credit facility are described in Nasdaq’s Form 8-K, filed on April 17, 2006, and that description is incorporated herein by reference.

These share purchases bring Nasdaq’s holding in the LSE to 61,681,720 shares, or approximately 24.1% of the issued share capital of the LSE.

Item 8.01 Entry into a Material Definitive Agreement.

In connection with its registration statement on Form S-3 filed with the Securities and Exchange Commission on January 30, 2006, Nasdaq Stock Market, Inc. is filing the exhibit listed in Item 9.01 of this report.

Item 1.01. Entry into a Material Definitive Agreement

On May 3, 2006, Nightingale Acquisition Limited, a private limited company formed under the laws of England and Wales and a wholly-owned subsidiary of The Nasdaq Stock Market, Inc., agreed to purchase 9,790,280 shares, or 3.8% of the issued share capital, of the London Stock Exchange plc, at a price of GBP 12.18 per share, from Wellington Management Company, LLP or its affiliates. The total consideration represents approximately GBP 119.2 million, or $220.7 million, based on an exchange rate of 1.85 U.S. Dollars per British Pound as of May 4, 2006. Nasdaq paid for the shares with cash on hand.

Wellington Management beneficially owns approximately 15.5 million shares, or 13.9% of the issued common stock, of Nasdaq. The share purchase was made in an ordinary market transaction with the terms determined through arms-length negotiation between the parties.

This share purchase brings Nasdaq’s holding in the LSE to 47,890,280 shares, or 18.7% of the issued share capital, of the LSE.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01. Entry into a Material Definitive Agreement

On April 27, 2006, we entered into a purchase agreement with Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, acting as representatives of the several underwriters named in the agreement, relating to the sale by us to the underwriters of 18,500,000 shares of our common stock at the public offering price of $37.36 per share less an underwriting discount of $1.401 per share. In addition, Nasdaq has granted the underwriters’ representatives an option, exercisable until May 27, 2006, to purchase up to an additional 2,775,000 shares of common stock under the same terms, to cover overallotments, if any. A copy of the purchase agreement is attached to this report as Exhibit 1.01 and is incorporated herein by reference. The 18,500,000 shares were sold under our shelf registration statement on Form S-3 (No. 333-131373) and yielded approximately $665.2 million in net proceeds to Nasdaq, before expenses.

Item 1.01. Entry into a Material Definitive Agreement.

On March 7, 2006, the Management Compensation Committee of our Board of Directors approved modifications to our Board Compensation Policy. Under the current policy, our non-employee directors receive annual compensation valued at $50,000, which they may elect to receive in cash, restricted stock, or a combination of the two. The modifications, to become effective immediately following our annual shareholders’ meeting, provide for annual restricted stock grants valued at $50,000, for total annual director compensation valued at $100,000. In addition, the modifications implement meeting attendance fees for our directors of $1,000 per board meeting and $500 per committee meeting. The Chairman of the Board, directors who chair committees of the Board and directors serving on our Audit Committee receive additional compensation, detailed in our proxy statement filed on May 2, 2005, which is not affected by these modifications. A copy of the revised Policy is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On February 9, 2006, we entered into a purchase agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC, acting as representatives of the several underwriters named in the agreement, relating to the sale by us to the underwriters of 7,000,000 shares of our common stock, par value $0.01 per share. The National Association of Securities Dealers, Inc. (“NASD”) and some of our other stockholders are also parties to the purchase agreement, and they will sell an additional 6,895,229 shares of common stock to the underwriters. In addition, Nasdaq and NASD have granted the underwriters’ representatives an option, exercisable until March 11, 2006, to purchase up to an additional 2,084,284 shares of common stock at the public offering price, less an underwriting discount of $1.60 per share, to cover overallotments, if any. Of these shares, 1,042,142 would be sold by Nasdaq and 1,042,142 would be sold by NASD. A copy of the purchase agreement is attached to this report as Exhibit 1.01 and is incorporated herein by reference. The shares are being sold under our shelf registration statement on Form S-3 (No. 333-131373) and are expected to yield approximately $268.7 million in gross proceeds to Nasdaq, before expenses.

Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2006, the Management Compensation Committee of our Board of Directors approved the 2006 performance goals and parameters for participants in our Executive Corporate Incentive Plan (“ECIP”). The ECIP was established in 2003, and is designed to tie executive compensation to performance and allow for maximum deductibility of executive compensation under Section 162(m) of the Internal Revenue Code.

The Committee has determined which of our officers are eligible to participate in the ECIP in 2006 and, for each participant, has set specific performance objectives, target bonus opportunities and certain additional conditions on the timing and payment of awards under the ECIP. The Committee has set certain financial goals (including company-wide goals applicable to all participants and business line metrics specific to individual participants), which permit bonus payouts of up to 200 percent of the target amount in the event the actual results exceed the established goals. Performance at or below a specified “floor” level will result in no payment, performance at the target goal level will result in payment of 100 percent of the target amount, and performance at or above a specified “ceiling” level will result in payment of 200 percent of the target amount. For achievement levels anywhere between the floor and the target goal, or between the target goal and the ceiling, bonus amounts will be adjusted proportionately on a straight-line basis. The Committee has also set certain non-financial goals. Award amounts for achievement of a non-financial goal generally may not exceed 100 percent of the target amount for that goal; however, the President and CEO may request Committee approval for payment in excess of 100 percent, but not more than 200 percent of the target amount, for outstanding performance.

At the end of the year, the Committee will determine the bonus amount to be paid to our President and CEO and will seek the advice and recommendations of the President and CEO in determining the amounts for other ECIP participants. In recommending individual awards under the ECIP, the President and CEO will consider each participant’s performance and conduct relating to Nasdaq’s high standards of ethics, regulatory responsibilities and integrity. The Committee, upon the recommendation of the President and CEO, may exercise negative discretion (decreasing the ECIP award) in establishing the final payout amount.

The 2006 ECIP performance goals established for our named executive officers, as defined in Item 402 of Regulation S-K, include operating income, budgeted revenue, business effectiveness, and various business-specific goals for specific individuals. The named executive officers are not all subject to the same performance goals, and the weighting of these goals differs for each officer. ECIP payouts for 2006 will be made in early 2007.

Separately, on January 18, 2006, the Committee set at $1,000,000 the new annual base salary of our President and CEO Robert Greifeld. The Committee also approved payouts to participants under the 2005 ECIP. One of our named executive officers, Edward S. Knight, Executive Vice President and General Counsel, will receive a supplemental award of $83,600 (in addition to his 2005 ECIP payment).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Item 1.01. Entry into a Material Definitive Agreement.

On September 2, 2005, we executed the OTCBB and OTC Equities Revocation of Delegation and Asset Transfer and Services Agreement (the “Agreement”) with the National Association of Securities Dealers, Inc. (“NASD”) related to the OTC Bulletin Board, an electronic screen-based quotation service for securities that, among other things, are not listed on The Nasdaq Stock Market or any U.S. national securities exchange. Under the Agreement, Nasdaq will transfer responsibility for the OTC Bulletin Board back to NASD. This transfer, effective October 1, 2005, is designed to address concerns expressed by the Securities and Exchange Commission (the “SEC”) regarding our continuing to operate the OTC Bulletin Board after our registration as a national securities exchange. Pursuant to the Agreement, we sold all assets of the OTC Bulletin Board solely related to its operations to NASD in consideration for NASD’s agreement to outsource the operation of the OTC Bulletin Board to us for an initial two year period, subject to one year renewals upon mutual consent, and the waiver by NASD of certain regulatory fees related to our operation of the OTC Bulletin Board prior to the transfer. NASD will pay us $14.2 million in the first year and $14.7 million in the second year for our services under the Agreement, with payments in any subsequent periods to be subject to agreement among the parties. The obligations of the parties under the Agreement are contingent upon SEC approval of the Agreement. The transfer of the OTC Bulletin Board to NASD is not expected to have a material impact on our operations or the operations of the OTC Bulletin Board.

Nasdaq is a subsidiary of NASD. A copy of the Agreement is filed as an exhibit to this Form 8-K and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On August 31, 2005, The Nasdaq Stock Market, Inc. (“Nasdaq”) entered into the Third Amendment to Voting Trust Agreement with the National Association of Securities Dealers, Inc. (“NASD”) and The Bank of New York (“BONY”), as voting trustee (the “Amendment”). The Amendment amends and supplements the Voting Trust Agreement, dated as of June 28, 2000, as previously amended on January 18, 2001 and July 18, 2002 (collectively, the “Agreement”). The Agreement established a voting trust that covers shares of common stock of Nasdaq underlying warrants sold by NASD as part of the private placements of Nasdaq’s common stock in 2000 and 2001 (the “Warrant Shares”). Under the Agreement, the Warrant Shares underlying exercised warrants remain in the voting trust until Nasdaq’s registration as a national securities exchange (“Exchange Registration”) is approved by the U.S. Securities and Exchange Commission (the “SEC”). The voting trust was designed to ensure NASD retained voting control over Nasdaq until Exchange Registration. The Amendment amends the Agreement to enable a holder of Warrant Shares underlying exercised warrants to remove these Warrant Shares from the voting trust upon the earlier to occur of (1) Exchange Registration or (2) the effectiveness of a registration statement pursuant to the Securities Act of 1933 covering the resale of such Warrant Shares. Nasdaq and NASD are working on the timing of the registration process to facilitate the resale of the Warrant Shares as contemplated by the Amendment. Any such registration is subject to approvals, including by Nasdaq’s Board of Directors.

Nasdaq is a subsidiary of NASD. A copy of the Amendment is filed as an exhibit to this Form 8-K and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On April 21, 2005, The Nasdaq Stock Market, Inc. (“Nasdaq”) and National Association of Securities Dealers, Inc. (“NASD”) entered into a Stock Repurchase and Waiver Agreement whereby NASD consented to financing undertaken by Nasdaq in connection with the transactions contemplated under the merger agreement entered into by Nasdaq, Instinet Group Incorporated and Norway Acquisition Corp. on April 22, 2005. In exchange for the waiver, Nasdaq repurchased 384,932 shares of its Series C Cumulative Preferred Stock owned by NASD for approximately $40 million, which included all accrued and unpaid dividends and Additional Redemption Amounts (as defined in the Certificate of Designations, Preferences and Rights of the Series C Cumulative Preferred Stock) due on these repurchased shares. Nasdaq is a subsidiary of NASD. The waiver is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 1.01. Entry into a Material Definitive Agreement.

Nasdaq entered into letter agreements with six of its executive officers, effective as of March 23, 2005 (“Letter Agreements”), that provide enhanced severance benefits if these executives are terminated in connection with a change in control of Nasdaq. The six executive officers, all executive vice presidents, are: Bruce Aust, Christopher Concannon, Adena Friedman, John Jacobs, Steven Randich and David Warren.

The form of the Letter Agreement was previously approved by Nasdaq’s Board of Directors and the terms of the Letter Agreement were previously disclosed on Nasdaq’s Form 8-K dated February 9, 2005. A change in control for purposes of the Letter Agreement generally consists of the first to occur of the following:

Table of Contents

Under the Letter Agreement, if an executive is terminated by Nasdaq without cause or the executive resigns for “Good Reason” (as defined in the Letter Agreement), during (x) the 180 day period immediately prior to a change in control (if the executive can reasonably demonstrate that the termination or Good Reason event was at the request of a third party that does thereafter effect a change in control of Nasdaq) or (y) during the one year period after the change in control, then he or she is entitled to the following payments and benefits from Nasdaq:

An executive is not entitled to benefits under the Letter Agreement if his or her termination is on account of death or disability.

The Letter Agreement does not change the terms of the executive’s outstanding equity awards (which generally fully vest upon an executive’s termination following a change in control) or retirement plan benefits, which continue to be governed by the terms of the respective arrangements. In addition, the Letter Agreement does not provide for indemnification of any “golden parachute” excise taxes that may be payable by an executive under Section 4999 of the Internal Revenue Code of 1986, as amended in connection with the change in control. Rather, the Letter Agreement provides if any payments or benefits to an executive would be subject to a golden parachute excise tax under Section 4999 payments and/or benefits to the executive will be reduced or “cut back” so that no such golden parachute excise tax will be due.

The Letter Agreement contains restrictive covenants, including requiring the executive to maintain the confidentiality of Nasdaq’s proprietary information and to refrain from disparaging Nasdaq. The Letter Agreement also prohibits the executive from soliciting Nasdaq employees or rendering services for a competing entity for a period of one year following termination in connection with a change in control. To receive severance benefits under the Letter Agreement, the executive must execute a general release of claims against Nasdaq. In addition, payments and benefits under the Letter Agreement are generally subject to discontinuation in the event an executive breaches the restrictive covenants.

Copies of each of the Letter Agreements filed herewith, are incorporated herein by reference.