DEF 14A of Nasdaq, Inc., Apr 24, 2026

DEF 14A of Nasdaq, Inc.

Filed Apr 24, 2026 · FY20250001628280-26-027245

Open on EDGAR

  1. Table of Contents

    | About Nasdaq | 1 | | Meeting Notice | 4 | | Voting Summary | 5 | | Shareholder Engagement | 7 | | Year-round Engagement | 8 | | Meaningful Actions | 10 | | Our Board | 11 | | Proposal 1: Election of Directors | 12 | | Director Nominees | 13 | | Director Identification and Evaluation | 14 | | Board Composition | 15 | | Board Refreshment and Nominations | 17 | | Director Biographies | 18 | | Board Committees | 30 | | Director Compensation | 35 | | Governance | 38 | | Governance Highlights | 39 | | Corporate Governance Framework | 40 | | Board Leadership Structure | 41 | | Board Independence | 43 | | Committee Independence and Expertise | 43 | | Director Onboarding | 44 | | Director Education | 44 | | Board Assessment Process | 44 | | Service on Other Public Company Boards | 46 | | Board Meetings and Attendance | 47 | | Company Oversight | 48 | | Other Policies and Practices | 52 | | Communicating with the Board | 54 | | Executive Officers | 55 | | Executive Compensation | 59 | | Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis | 60 | | Compensation Discussion and Analysis | 61 | | Management Compensation Committee Report | 90 | | Executive Compensation Tables | 91 | | Employment Agreements and Potential Payments Upon Termination or Change in Control | 96 | | Pay Versus Performance | 103 | | CEO Pay Ratio | 107 |

  2. Election of Directors

    Election of Directors The Board unanimously recommends that shareholders vote FOR each nominee to serve as a director. The business and affairs of Nasdaq are managed under the direction of our Board. Our directors have diverse backgrounds, attributes, and experiences that provide valuable insights for the Board’s oversight of the Company. Pursuant to our Amended and Restated Certificate of Incorporation and By-Laws and based on our governance needs, the Board determines the total number of directors. The Board is authorized to have 12 directors following our 2026 Annual Meeting. Each of the 12 nominees identified in this Proxy Statement has been nominated by our Nominating & Governance Committee and Board for election to a one-year term expiring at our 2027 Annual Meeting of Shareholders. Each elected director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, disability, disqualification, removal, or resignation. All nominees have consented to be named in this Proxy Statement and to serve on the Board, if elected. In an uncontested election, our directors are elected by a majority of votes cast at any meeting for the election of directors at which a quorum is present. This election is an uncontested election, and therefore, each of the 12 nominees must receive the affirmative vote of a majority of the votes cast to be duly elected to the Board. Any shares not voted, including as a result of abstentions or broker non-votes, will not impact the vote. Our Corporate Governance Guidelines require that, in an uncontested election, an incumbent director must submit an irrevocable resignation as a condition to his or her nomination for election. If an incumbent director fails to receive the requisite number of votes in an uncontested election, the irrevocable resignation becomes effective and such resignation will be considered by the Nominating & Governance Committee, which will recommend to the full Board whether or not to accept the resignation. The Board will act on the Nominating & Governance Committee’s recommendation and disclose publicly its decision-making process with respect to the resignation. Each of the incumbent directors has submitted an irrevocable resignation. Current Board members, from left to right: Essa Kazim, Alfred W. Zollar, Holden Spaht, Charlene T. Begley, Toni Townes-Whitley, Adena T. Friedman, Thomas A. Kloet, Michael R. Splinter, Kathryn A. Koch, Jeffery W. Yabuki, Johan Torgeby, and Melissa M. Arnoldi. 13 2026 NASDAQ PROXY STATEMENT

  3. Director Nominees1

    Director Nominees1

  4. Director Nominees1

    | | Melissa M. Arnoldi, 53 Director Since: 2017 | Non-Industry; Public EVP and General Manager for Business Solutions, AT&T, Inc. Other Public Company Boards: 0 Committee Memberships: •Finance •Management Compensation | | Charlene T. Begley, 59 Director Since: 2014 | Non-Industry; Public Retired SVP and CIO, General Electric Company Other Public Company Boards: 2 Committee Memberships: •Audit & Risk •Nominating & Governance (Chair) | | | Adena T. Friedman, 56 Director Since: 2017 | Staff Chair and CEO, Nasdaq Other Public Company Boards: 0 Committee Memberships: •Finance | | Essa Kazim, 67 Director Since: 2008 | Non-Industry Governor, Dubai International Financial Centre Other Public Company Boards: 1 Committee Memberships: •Finance | | | Thomas A. Kloet, 67 Director Since: 2015 | Non-Industry; Public Retired CEO and Executive Director, TMX Group Limited Other Public Company Boards: 0 Committee Memberships: •Audit & Risk (Chair) | | Kathryn A. Koch, 45 Director Since: 2024 | Non-Industry; Public President and CEO, The TCW Group, Inc. Other Public Company Boards: 0 Committee Memberships: •Management Compensation | | | Holden Spaht, 51 Director Since: 2023 | Non-Industry; Public Managing Partner, Thoma Bravo Other Public Company Boards: 0 Committee Memberships: •Finance | | Michael R. Splinter, 75 Director Since: 2008 | Non-Industry; Public Retired Chairman and CEO, Applied Materials, Inc. Other Public Company Boards: 3 Committee Memberships: •Management Compensation •Nominating & Governance | | | Johan Torgeby, 51 Director Since: 2022 | Non-Industry President and CEO, Skandinaviska Enskilda Banken (SEB) Other Public Company Boards: 1 Committee Memberships: •Finance (Chair) | | Toni Townes-Whitley, 62 Director Since: 2021 | Non-Industry; Public Former CEO, Science Applications International Corp. (SAIC) Other Public Company Boards: 0 Committee Memberships: •Audit & Risk •Management Compensation | | | Jeffery W. Yabuki, 66 Director Since: 2023 | Non-Industry; Public Chairman and CEO, InvestCloud Chairman and Founding Partner, Motive Partners Other Public Company Boards: 2 Committee Memberships: •Management Compensation (Chair) •Nominating & Governance | | Alfred W. Zollar, 71 Director Since: 2019 | Non-Industry; Public Former Executive Partner, Siris Capital Group, LLC Other Public Company Boards: 2 Committee Memberships: •Audit & Risk •Nominating & Governance |

  5. Director Nominees1

    LEAD INDEPENDENT DIRECTOR 1.To ensure that balanced viewpoints are represented on our Board of Directors, Nasdaq’s By-Laws require that all directors be classified as: Industry Directors; Non- Industry Directors, which may be further classified as either Issuer Directors or Public Directors; or Staff Directors. The requirements for each classification are outlined in our By-Laws. 14

  6. Director Nominees by Shareholders

    Director Nominees by Shareholders We are obligated by stockholders’ agreements with each of Borse Dubai and Investor AB to nominate and generally use best efforts to cause the election to the Nasdaq Board of one individual designated by each such shareholder, as long as such shareholder continues to hold at least 10% of Nasdaq’s outstanding shares. For Borse Dubai, the number of outstanding shares used for purposes of this calculation is as of March 19, 2024, the date of the most recent amendment to our stockholders’ agreement with Borse Dubai. His Excellency Kazim is the individual designated by Borse Dubai as its nominee, and Mr. Torgeby is the individual designated by Investor AB as its nominee.

  7. Director Recruitment Process

    Director Recruitment Process

  8. Director Recruitment Process

    | | Board composition is regularly analyzed to ensure alignment with strategy. | | | Nominating & Governance Committee develops a list of desired skills, expertise, and attributes for the next director nominee, considering the Company’s strategic evolution, the results of the annual Board assessment, anticipated director turnover, and other factors. | | | Nominating & Governance Committee reviews candidate recommendations from directors, management, and other stakeholders and determines whether to approach potential candidates. | | | Nominating & Governance Committee interviews potential candidates, evaluates their fit for the Board, reviews conflicts and independence, and makes recommendations to the Board. | | | Board of Directors has the opportunity to interview recommended candidates and approves nominees. | | | Shareholders vote on nominees at Nasdaq’s Annual Meeting. | | | Implementation: Five new directors have been nominated to serve on our Board over the last five years—each bringing a fresh perspective, varied background, and unique skill set. |

  9. Director Recruitment Process

    18 Director Biographies The following is additional information about each of the director nominees, including career highlights, director positions held currently or at any time during the last five years, and the specific qualifications, experience, or skills that led the Nominating & Governance Committee and our public company Board to determine that the nominee should serve as one of our directors. Each of our nominees was last elected by shareholders at the 2025 Annual Meeting of Shareholders. Melissa M. Arnoldi EVP and General Manager for Business Solutions, AT&T Inc. Age: 53 Director Since: 2017 Independent United States

  10. Committee Membership

    Committee Membership •Finance •Management Compensation

  11. Career Highlights

    Career Highlights Melissa M. Arnoldi has been the EVP and General Manager for Business Solutions with P&L responsibility for AT&T’s $31 billion Business Solutions portfolio since July 2024. AT&T Business serves nearly 2.5 million business customers around the globe across private and government sectors, including nearly all Fortune 1000 companies. In her prior role, from August 2021 to June 2024, Ms. Arnoldi was the Chief Customer Officer for AT&T Consumer, leading field technician and contact center teams that supported 180 million annual customer interactions. She was also responsible for Billing Operations, Fraud, and Compliance. From September 2018 to July 2021, she served as the CEO of Vrio Corp., a multibillion-dollar AT&T digital entertainment services company in Latin America with more than 9,000 employees across 11 countries during her tenure. Prior to that, Ms. Arnoldi served in various capacities at AT&T Inc. since 2008. This included President of Technology & Operations where she was responsible for the company’s global technology, software development, supply chain, network and cybersecurity operations and chief data office, as well as AT&T’s Intellectual Property group, Labs and Foundries. Before joining AT&T, Ms. Arnoldi was a senior executive at Accenture from 1996 to 2008.

  12. Impact on Board

    Impact on Board •Innovative technology leader with experience in cybersecurity, software development, and network operations •Broad expertise in providing a superior customer experience •Strategic thinker with global business and operational capabilities

  13. Select Professional and Community Contributions

    Select Professional and Community Contributions •Director of LevelBlue •Former Director of Sky Mexico •Former Director of the Girl Scouts of Northeast Texas •Former Member of the National Action Council for Minorities in Engineering 19 2026 NASDAQ PROXY STATEMENT Charlene T. Begley Retired SVP and CIO, General Electric Company Age: 59 Director Since: 2014 Independent United States

  14. Committee Membership

    Committee Membership •Audit & Risk •Nominating & Governance (Chair)

  15. Career Highlights

    Career Highlights Charlene T. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988 to 2013. Ms. Begley served in a dual role as SVP and CIO, as well as President and CEO of GE’s Home and Business Solutions, from January 2010 to December 2012. Previously, Ms. Begley served as President and CEO of GE’s Enterprise Solutions from 2007 to 2009. At GE, Ms. Begley served as President and CEO of GE Plastics and GE Transportation. She also led GE’s corporate audit staff and served as CFO for GE Transportation and GE Plastics Europe and India.

  16. Impact on Board

    Impact on Board •Extensive leadership experience of highly complex and global industrial, consumer, and technology businesses •Significant risk management experience as a member of the executive-level Risk Management Committee at GE •Broad financial and audit expertise from prior roles at GE and service on the audit committees of several public companies

  17. Current Public Company Boards

    Current Public Company Boards •Hilton Worldwide Holdings Inc.: Audit Committee (Chair), Nominating & Corporate Governance Committee •SentinelOne, Inc.: Audit Committee (Chair) 20 Adena T. Friedman Chair and CEO, Nasdaq Age: 56 Director Since: 2017 United States

  18. Committee Membership

    Committee Membership •Finance

  19. Career Highlights

    Career Highlights Adena T. Friedman has served as CEO since January 1, 2017 and became Chair of the Board on January 1, 2023. Previously, Ms. Friedman served as President and Chief Operating Officer from December 2015 to December 2016 and President from June 2014 to December 2015. Ms. Friedman served as CFO and Managing Director at The Carlyle Group, a global alternative asset manager, from March 2011 to June 2014. Prior to joining Carlyle, Ms. Friedman was a key member of Nasdaq’s management team for over a decade including as head of data products, head of corporate strategy, and CFO.

  20. Impact on Board

    Impact on Board •More than 30 years of industry leadership and expertise, including over nine years as Nasdaq’s CEO •Significant contributions that shaped Nasdaq’s strategic transformation to a leading global exchange and technology solutions company with operations on six continents •Deep strategy, financial, M&A, and product development experience

  21. Select Professional and Community Contributions1

    Select Professional and Community Contributions1 •Member of the Vanderbilt University Board of Trust •Director of the Business Roundtable and Chair of the Business Roundtable’s Technology Committee •Former Director of the Federal Reserve Bank of New York 1 Intuit Inc. has announced that Ms. Friedman will join its Board of Directors, effective August 1, 2026. 21 2026 NASDAQ PROXY STATEMENT Essa Kazim Governor, Dubai International Financial Centre Age: 67 Director Since: 2008 Independent United Arab Emirates

  22. Committee Membership

    Committee Membership •Finance

  23. Career Highlights

    Career Highlights His Excellency Essa Kazim is the Governor of Dubai International Financial Centre, having joined the Centre in January 2014. He is the Chairman of Borse Dubai and DP World, and he was the Chairman of Dubai Financial Market through November 2021. H.E. Kazim began his career as a Senior Analyst in the Research and Statistics Department of the UAE Central Bank in 1988 and then moved to the Dubai Department of Economic Development as Director of Planning and Development in 1993. He was then appointed as Director General of the Dubai Financial Market from 1999 to 2006.

  24. Impact on Board

    Impact on Board •Extensive leadership of a complex regulated business in the financial services industry •Broad knowledge of international markets with experience in finance, accounting, and corporate strategy •Global perspective, as well as a representative of a large shareholder

  25. Select Professional and Community Contributions

    Select Professional and Community Contributions •Deputy Chairman of the Supreme Legislation Committee in Dubai •Member of the Dubai Securities and Exchange Higher Committee •Member of the Dubai Supreme Fiscal Committee •Board Member of the Dubai Free Zones Council

  26. Current Public Company Boards

    Current Public Company Boards •Emirates Telecommunications Group Company PJSC (Vice Chairman): Nomination and Remuneration Committee, Risk Committee 22 Thomas A. Kloet Retired CEO and Executive Director, TMX Group Limited Age: 67 Director Since: 2015 Independent United States

  27. Committee Membership

    Committee Membership •Audit & Risk (Chair)

  28. Career Highlights

    Career Highlights Thomas A. Kloet was the first CEO and Executive Director of TMX Group Limited, the holding company of the Toronto Stock Exchange, TSX Venture Exchange, Montreal Exchange, Canadian Depository for Securities, Canadian Derivatives Clearing Corporation, and BOX Options Exchange, from 2008 to 2014. Previously, he served as CEO of the Singapore Exchange and as a senior executive at Fimat USA (a unit of Société Générale), ABN AMRO, and Credit Agricole Futures, Inc. He also served on the boards of CME and various other exchanges worldwide. Mr. Kloet is a CPA and a member of the AICPA.

  29. Impact on Board

    Impact on Board •Leadership of complex regulated businesses in the financial services industry •Broad knowledge of international markets with experience in finance, accounting, and corporate strategy •Significant experience in risk management, as well as clearinghouse, central depository, and broker- dealer operations at executive and board levels in North America and Asia

  30. Select Professional and Community Contributions

    Select Professional and Community Contributions •Chair of the Boards of Nasdaq’s U.S. exchange subsidiaries •Chair of the Board of Northern Funds and Northern Institutional Funds •Member of the FIA Hall of Fame 23 2026 NASDAQ PROXY STATEMENT Kathryn A. Koch President and CEO, The TCW Group, Inc. Age: 45 Director Since: 2024 Independent United States

  31. Committee Membership

    Committee Membership •Management Compensation

  32. Career Highlights

    Career Highlights Kathryn A. Koch has served as President and Chief Executive Officer of The TCW Group, Inc., a leading global asset management firm, since February 2023. In her role, she is responsible for the strategic direction and overall day-to- day management of TCW. Ms. Koch also serves as a member of TCW’s Board of Directors. Prior to joining TCW, Ms. Koch spent 20 years with Goldman Sachs in the Asset Management Division, where she was a Partner and a member of the Asset Management Division’s Executive Committee. From January 2022 through February 2023, Ms. Koch served as Chief Investment Officer of the $300 billion Public Equity business, and from 2017 through January 2022, she was Co-Head of the Fundamental Equity business. Previously, she was based in London for 10 years where she held several leadership roles including Head of the Multi-Asset Solutions business internationally.

  33. Impact on Board

    Impact on Board •Leadership experience of a global asset management firm and extensive background with investment management, strategy, managing a P&L, client relationships, and human capital management •Deep public shareholder context and perspective given her prior role leading a $300 billion public equity business •Sustainability expertise through her prior oversight of the Stewardship and Engagement efforts for Goldman Sachs Asset Management across $2 trillion; also, as CEO of TCW, she has ultimate accountability for sustainability efforts

  34. Select Professional and Community Contributions

    Select Professional and Community Contributions •Member of the University of Notre Dame’s Board of Trustees •Member of the Board of Governors of the Investment Company Institute •Director of The Toigo Foundation •Member of the Spence School’s Board of Trustees •Member of the Transaction Advisory Services Advisory Board for TIFF Investment Management 24 Holden Spaht Managing Partner, Thoma Bravo Age: 51 Director Since: 2023 Independent United States

  35. Committee Membership

    Committee Membership •Finance

  36. Career Highlights

    Career Highlights Holden Spaht has served as a Managing Partner at Thoma Bravo, one of the largest software-focused investors in the world, since November 2013. Mr. Spaht is responsible for leading the firm’s application software strategy, with a specific focus on the financial technology, e-commerce, education, and office of the CFO spaces, among other sectors. He also serves on the investment committees for all Thoma Bravo funds and on the boards of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. He joined Thoma Bravo in 2005 and has played a key role in the firm’s growth and success in software private equity. He began his career as an Analyst at Morgan Stanley in New York and subsequently held Analyst and Associate roles at Thomas H. Lee Partners in Boston and Morgan Stanley in London and San Francisco.

  37. Impact on Board

    Impact on Board •Vast business and director experience at technology and software companies •Specific knowledge about Nasdaq’s AxiomSL and Calypso businesses through Thoma Bravo’s prior ownership of those businesses •Perspective of a private equity investor in the fintech industry

  38. Select Professional and Community Contributions

    Select Professional and Community Contributions •President and Chair of the Spaht Family Foundation •Vice President and Chair of The Lindley Foundation •Former Board Chair of the Schools of the Sacred Heart – San Francisco

  39. Other Public Company Boards in the Past Five Years

    Other Public Company Boards in the Past Five Years •Instructure Holdings, Inc. 25 2026 NASDAQ PROXY STATEMENT Michael R. Splinter Lead Independent Director, Nasdaq Retired Chairman and CEO, Applied Materials, Inc. Age: 75 Director Since: 2008 Independent United States

  40. Committee Membership

    Committee Membership •Management Compensation •Nominating & Governance

  41. Career Highlights

    Career Highlights Michael R. Splinter was elected Lead Independent Director effective January 1, 2023. Mr. Splinter served as Chairman of Nasdaq’s Board from May 2017 to December 2022. He is a business and technology consultant and the co-founder of WISC Partners, a regional technology venture fund. He served as Executive Chairman of the Board of Directors of Applied Materials, a leading supplier of semiconductor equipment, from 2009 until he retired in June 2015. At Applied Materials, he was CEO from 2003 to 2013. An engineer and technologist, Mr. Splinter is a 40-year veteran of the semiconductor industry. Prior to joining Applied Materials, Mr. Splinter was an executive at Intel Corporation.

  42. Impact on Board

    Impact on Board •Leadership of a complex global technology business •Extensive background in international public company governance at a Nasdaq-listed company •Management development, compensation, and succession planning experience

  43. Select Professional and Community Contributions

    Select Professional and Community Contributions •Member of the National Academy of Engineers •Splinter Scholarships for Diversity in Engineering at University of Wisconsin •Former Chair of the Board of Trustees for Natcast, the non-profit designated to operate the National Semiconductor Technology Center

  44. Current Public Company Boards

    Current Public Company Boards •Kioxia Holdings Corporation: Nomination and Compensation Advisory Committee •Taiwan Semiconductor Manufacturing Company Limited: Audit and Risk Committee, Compensation and People Development Committee (Chair) •Tigo Energy, Inc.: Compensation Committee (Chair), Nominating and Corporate Governance Committee

  45. Other Public Company Boards in the Past Five Years

    Other Public Company Boards in the Past Five Years •Gogoro Inc. 26 Johan Torgeby President and CEO, Skandinaviska Enskilda Banken (SEB) Age: 51 Director Since: 2022 Independent Sweden

  46. Committee Membership

    Committee Membership •Finance (Chair)

  47. Career Highlights

    Career Highlights Since 2017, Johan Torgeby has served as the President and CEO of Skandinaviska Enskilda Banken (SEB), a Nordic financial services group. He leads a team of approximately 19,000 employees who serve more than 3,100 large corporate and institutional customers, 400,000 small and medium-sized enterprises, and four million private individuals. Prior to his present position, Mr. Torgeby was Co-Head of Large Corporates & Financial Institutions and a member of the Group Executive Committee at SEB since 2014. He has held numerous positions within the Corporate & Investment Banking division at SEB. He joined SEB in 2009 from Morgan Stanley & Co.

  48. Impact on Board

    Impact on Board •Leadership of a prominent Nordic financial services group, with experience in fintech, anti-financial crime, and risk management •Extensive background in capital markets at a Nasdaq-listed company •European perspective, as well as a representative of a large shareholder

  49. Select Professional and Community Contributions

    Select Professional and Community Contributions •Chairman of Finance Sweden •Director of the Institute of International Finance •Director of Mentor Sweden •Chairman of Institut International d’Études Bancaires (IIEB) •Director of European Business Leaders’ Convention •Director of the Royal Swedish Academy of Engineering Services (IVA)

  50. Current Public Company Boards

    Current Public Company Boards •Skandinaviska Enskilda Banken 27 2026 NASDAQ PROXY STATEMENT Toni Townes-Whitley Former CEO, Science Applications International Corp. (SAIC) Age: 62 Director Since: 2021 Independent United States

  51. Committee Membership

    Committee Membership •Audit & Risk •Management Compensation

  52. Career Highlights

    Career Highlights Toni Townes-Whitley served as CEO of SAIC, a government technology firm, from October 2023 to October 2025. Ms. Townes-Whitley previously was President of U.S. Regulated Industries at Microsoft from July 2018 to September 2021, where she led the company’s U.S. sales strategy for driving digital transformation across customers and partners within the public sector and commercial regulated industries. Prior to this, Ms. Townes-Whitley was Corporate VP for Global Industry at Microsoft, a role she held since 2015. Before starting with Microsoft, Ms. Townes-Whitley worked for CGI Corporation, an information technology and business consulting services firm, from 2010 to 2015. During her tenure at CGI, Ms. Townes-Whitley held the positions of President and Chief Operating Officer from 2012 to 2015 and SVP, Civilian Agency Programs from 2010 to 2012. From 2002 to 2010, Ms. Townes-Whitley held various senior leadership positions at Unisys Corporation, a global information technology company that provides a portfolio of information technology services, software, and technology.

  53. Impact on Board

    Impact on Board •Extensive background in the technology industry and with driving digital transformations •Led a company of approximately 24,000 employees, resulting in significant knowledge of human capital management topics •Sustainability expertise, including by representing Microsoft on the World Business Council for Sustainable Development, participating in the establishment of Microsoft’s framework and plan for social equity, and leading Microsoft’s Artificial Intelligence Ethics Program

  54. Select Professional and Community Contributions

    Select Professional and Community Contributions •Director of the Thurgood Marshall College Fund •Director, Catalyst Organization •Advisory Board Member for the Princeton University Faith & Work Initiative •Former Trustee of Johns Hopkins Medicine

  55. Other Public Company Boards in the Past Five Years

    Other Public Company Boards in the Past Five Years •Empowerment & Inclusion Capital I Corp. •Marathon Petroleum Corporation •SAIC •The PNC Financial Services Group, Inc. 28 Jeffery W. Yabuki Chairman and CEO, InvestCloud Chairman and Founding Partner, Motive Partners Age: 66 Director Since: 2023 Independent United States

  56. Committee Membership

    Committee Membership •Management Compensation (Chair) •Nominating & Governance

  57. Career Highlights

    Career Highlights Jeffery W. Yabuki has served since January 2024 as Chairman and CEO of InvestCloud, a global provider of wealth and asset management solutions, as well as since September 2021 as Chairman and Founding Partner of Motive Partners, a next-generation investment firm focused on technology-enabled companies that power the financial services industry. He previously served as the CEO of Fiserv, Inc., a global leader in financial services and payments technology, from December 2005 to December 2020. From 2005 to June 2019, Mr. Yabuki served as a member of the Board of Directors of Fiserv and from July 2019 to June 2020 as the Executive Chairman of the Board of Directors. Before joining Fiserv, Mr. Yabuki served as EVP and Chief Operating Officer for H&R Block, Inc., a financial services firm, from 2002 to 2005. From 2001 to 2002, he served as EVP of H&R Block and from 1999 to 2001, he served as the President of H&R Block International. From 1987 to 1999, Mr. Yabuki held various executive positions with American Express Company, a financial services firm, including President and CEO of American Express Tax and Business Services, Inc.

  58. Impact on Board

    Impact on Board •Significant leadership experience of a highly complex global financial services company •Broad knowledge of fintech, payments, anti-financial crime, and corporate strategy •Extensive service on the boards of several large public companies

  59. Select Professional and Community Contributions

    Select Professional and Community Contributions •Founder of The Yabuki Family Foundation •Past Chair of the Milwaukee Art Museum Board of Trustees •Trustee at the Los Angeles County Museum of Art •Director of Project Healthy Minds •Trustee of the United States-Japan Foundation •Sheldon B. Lubar Executive in Residence at the Lubar College of Business at the University of Wisconsin-Milwaukee

  60. Current Public Company Boards

    Current Public Company Boards •Royal Bank of Canada: Human Resources Committee, Risk Committee •Sportradar Group AG (Board Chair)

  61. Other Public Company Boards in the Past Five Years

    Other Public Company Boards in the Past Five Years •SentinelOne, Inc. 29 2026 NASDAQ PROXY STATEMENT Alfred W. Zollar Former Executive Partner, Siris Capital Group, LLC Age: 71 Director Since: 2019 Independent United States

  62. Director Compensation

    Director Compensation Our Board compensation policy establishes the compensation of our non-employee directors. Every two years, the Management Compensation Committee reviews the director compensation policy, considers a competitive market analysis of director compensation data, and recommends changes, if any, to the policy to the Board for approval. The director compensation policy most recently was amended in June 2025 to increase the annual retainer for Board Members, as well as each Committee Chair and Committee Member fee, by $5,000. The other compensatory amounts set forth in the Board compensation policy were not changed pursuant to the June 2025 plan amendment. The following table reflects the compensation elements for non-employee directors for the current compensation year, which began immediately following the 2025 Annual Meeting of Shareholders and ends with the 2026 Annual Meeting. Our CEO, Ms. Friedman, does not receive any compensation for serving as Chair or as a director.

  63. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid by Nasdaq to our non-employee directors for services rendered during the fiscal year ending December 31, 2025.

  64. Director Compensation Table

    | Name1 | Fees Earned or Paid in Cash ($)2 | Stock Awards ($)3,4,5 | All Other Compensation ($)6 | Total ($) | | Melissa M. Arnoldi | $42,500 | $370,964 | $— | $413,464 | | Charlene T. Begley | $132,500 | $257,244 | $— | $389,744 | | Essa Kazim | — | $356,105 | $— | $356,105 | | Thomas A. Kloet | — | $390,719 | $165,000 | $555,719 | | Kathryn A. Koch | $92,500 | $272,018 | $— | $364,518 | | Holden Spaht7 | $95,000 | $257,244 | $— | $352,244 | | Michael R. Splinter | — | $450,156 | $— | $450,156 | | Johan Torgeby | $110,000 | $257,244 | $— | $367,244 | | Toni Townes-Whitley | $122,500 | $257,244 | $— | $379,744 | | Jeffery W. Yabuki | — | $395,701 | $— | $395,701 | | Alfred W. Zollar | — | $385,738 | $— | $385,738 |

  65. Director Compensation Table

    1.Adena T. Friedman is not included in this table as she is an employee of Nasdaq and thus received no compensation for her service as a director. For information on the compensation received by Ms. Friedman as an employee of the Company, see “Executive Compensation.” 2.The differences in fees earned or paid in cash reported in this column primarily reflect differences in each individual director’s election to receive the annual retainer and Committee service fees in cash or RSUs. These elections are made at the beginning of the Board compensation year and apply throughout the year. In addition, the difference in fees earned or paid also reflects individual Committee service. 3.The amounts reported in this column reflect the grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2025 included in our Form 10-K. The differences in the amounts reported among non-employee directors primarily reflect differences in each individual director’s election to receive the annual retainer and Committee service fees in cash or RSUs. 4.These stock awards, which were awarded on June 11, 2025 to all the non-employee directors elected to the Board on that date, represent the annual equity award and any portion of annual retainer or Committee service fees that the director elected to receive in equity. Each non- employee director received the annual equity award, which consisted of 2,995 RSUs with a grant date fair value of $257,244. Mr. Splinter elected to receive his Lead Independent Director retainer payment in equity so he received an additional 1,901 RSUs with a grant date fair value of $163,279. Directors Arnoldi, Kazim, Kloet, Yabuki and Zollar elected to receive all of their annual retainer payments in equity, so they each received an additional 1,036 RSUs with a grant date fair value of $88,983. In addition, individual directors received the following amounts in equity, in lieu of cash, as payment for Committee service fees: Ms. Arnoldi (288 RSUs with a grant date fair value of $24,737); H.E. Kazim (115 RSUs with a grant date fair value of $9,878); Mr. Kloet (518 RSUs with a grant date fair value of $44,492); Ms. Koch (172 RSUs with a grant date fair value of $14,774; Mr. Splinter (345 RSUs with a grant date fair value of $29,633); Mr. Yabuki (576 RSUs with a grant date fair value of $49,474); and Mr. Zollar (460 RSUs with a grant date fair value of $39,511). 5.The aggregate numbers of unvested RSUs and vested shares under the Equity Plan beneficially owned by each non-employee director as of December 31, 2025 are summarized in the following table. All unvested RSUs will vest on June 11, 2026. This table reflects shares acquired by the non-employee directors under the Equity Plan. For further information on each director’s Nasdaq holdings, please see “Other Items - Security Ownership of Certain Beneficial Owners and Management.” 37 2026 NASDAQ PROXY STATEMENT

  66. Director Compensation Table

    | Director | Number of Unvested RSUs | Number of Vested Shares | | Melissa M. Arnoldi | 4,319 | 46,872 | | Charlene T. Begley | 2,995 | 43,006 | | Essa Kazim | 4,146 | 139,242 | | Thomas A. Kloet | 4,549 | 90,165 | | Kathryn A. Koch | 3,167 | 4,405 | | Holden Spaht | 2,995 | 7,406 | | Michael R. Splinter | 5,241 | 222,726 | | Johan Torgeby | 2,995 | 11,802 | | Toni Townes-Whitley | 2,995 | 17,476 | | Jeffery W. Yabuki | 4,607 | 13,740 | | Alfred W. Zollar | 4,491 | 46,751 |

  67. Director Compensation Table

    6.The amount in this column represents fees paid to Mr. Kloet for his service as Chair of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees. Fees earned for Board and Committee service to our exchange subsidiaries are paid only in cash. Mr. Kloet directed all of the cash fees to a 501(c)(3) charity for this reporting year. 7.Fees Earned or Paid in Cash to Mr. Spaht were paid to Thoma Bravo Advisors, L.P. Governance 39 2026 NASDAQ PROXY STATEMENT

  68. Communicating with the Board

    Communicating with the Board Shareholders and other interested parties may contact the Board, the Chair and CEO, the Lead Independent Director, or other individual directors by writing us at AskBoard@nasdaq.com or c/o Erika Moore, SVP, Chief Governance and Corporate Compliance Officer and Corporate Secretary, 805 King Farm Boulevard, Rockville, MD 20850. Executive Officers 56 Nasdaq’s executive officers, as of April 24, 2026, are listed below.

  69. Communicating with the Board

    | | Adena T. Friedman Age: 56 Title: Chair and CEO For Ms. Friedman’s biography, see “Our Board — Director Nominees.” | | | Tal Cohen Age: 53 Title: President Tal Cohen was appointed President of Nasdaq in April 2023. Mr. Cohen also serves as Division President, a role he assumed in January 2023, and leads Nasdaq’s Market Services and Financial Technology divisions, including Nasdaq’s North American and European Market Services businesses as well as the Company’s portfolio of marketplace technology, surveillance, risk management, and regulatory reporting solutions. Previously, he served as EVP, North American Markets from July 2019 through December 2022. Mr. Cohen joined Nasdaq in April 2016 as the SVP of North American Market Services. Prior to that, Mr. Cohen was the CEO of Chi-X Global Holdings, LLC, a global operator of trading venues, from 2010 to 2016. Prior to Chi-X, he held senior positions at Instinet, American Express, and Arthur Andersen. | | | Michelle L. Daly Age: 50 Title: SVP and Controller and Principal Accounting Officer Michelle L. Daly has served as SVP and Controller and Principal Accounting Officer since May 2021. Prior to joining Nasdaq, Ms. Daly was Managing Director and Deputy Controller at BlackRock from April 2018 through April 2021. Previously, Ms. Daly held various senior leadership positions at Goldman Sachs from 2008 through 2018, including as head of SEC reporting, and in the corporate treasury department. Prior to joining Goldman Sachs in 2008, Ms. Daly served in the audit practice at Ernst & Young LLP. | | | P.C. Nelson Griggs Age: 55 Title: President P.C. Nelson Griggs was appointed President of Nasdaq in April 2023. Mr. Griggs also serves as Division President, a role he assumed in January 2023, and leads Nasdaq’s Capital Access Platforms division, including our Data & Listing Services, Index, and Workflow & Insights businesses. Prior to that, he served as EVP, Corporate Platforms from April 2018 through December 2022. Previously, Mr. Griggs was EVP, Listing Services from October 2014 through April 2018 and SVP, New Listings from July 2012 through October 2014. Since joining Nasdaq in 2001, Mr. Griggs has served in a myriad of other roles including SVP, Listings Asia Sales and VP, Listings. Prior to joining Nasdaq, Mr. Griggs worked at Fidelity Investments and a San Francisco-based startup company. |

  70. Communicating with the Board

    57 2026 NASDAQ PROXY STATEMENT

  71. Communicating with the Board

    | | Bradley J. Peterson Age: 66 Title: EVP and CIO/CTO Bradley J. Peterson has served as EVP and CIO/CTO since February 2013. Previously, Mr. Peterson served as EVP and CIO at Charles Schwab, Inc. from May 2008 to February 2013. Mr. Peterson was CIO at eBay from April 2003 through May 2008. From July 2001 through March 2003, Mr. Peterson was the Managing Director and Chief Operating Officer at Epoch Securities after its merger with Goldman Sachs Group, Inc. He also has held senior executive positions at Epoch Partners, Inc., Charles Schwab & Company, and Pacific Bell Wireless (now part of AT&T). | | | Jeremy Skule Age: 52 Title: EVP and Chief Strategy Officer; Executive Chair, Financial Crime Management Technology Jeremy Skule has served as Executive Chair of Financial Crime Management Technology since September 2024 and as EVP and Chief Strategy Officer since January 2021. Previously, Mr. Skule was EVP and Chief Marketing Officer since April 2018, after previously serving as SVP and Chief Marketing Officer since 2012. Mr. Skule joined Nasdaq in 2012 from UBS, where he led Marketing and Communications for the Wealth Management business. Prior to UBS, Mr. Skule was the Chief Communications Officer at MF Global. Previously, he led the financial services practice at FleishmanHillard, a division of Omnicom Group, one of the largest global public relations and marketing agencies. Mr. Skule’s career has spanned senior communications positions and marketing leadership roles in Washington, DC and New York. | | | Bryan E. Smith Age: 53 Title: EVP and Chief People Officer Bryan E. Smith has served as EVP and Chief People Officer since January 2020, after previously serving as SVP and Chief People Officer since 2012. Prior to joining Nasdaq in 2012, he was a founding partner with Meridian Compensation Partners LLC, an independent executive compensation advisory firm, where he provided advice to boards of directors and senior management teams on the full range of executive and board compensation issues. Prior to Meridian Compensation Partners, Mr. Smith was a Principal at Hewitt Associates LLC (now Aon Hewitt), a global human resource consulting and outsourcing firm, where he held various senior human resources outsourcing and consulting roles. |

  72. Communicating with the Board

    58

  73. Communicating with the Board

    | | Sarah Youngwood Age: 51 Title: EVP and CFO Sarah Youngwood has served as EVP and CFO since December 2023. Previously, Ms. Youngwood served as Group CFO at UBS from March 2022 until June 2023 and as Senior Advisor at UBS from June 2023 to November 2023. Prior to UBS, between 1997 and March 2022, Ms. Youngwood held various roles at JPMorgan Chase, including as CFO of JPMorgan Chase’s Consumer & Community Banking line of business from 2016 to 2022, leading finance for JPMorgan Chase’s Global Technology unit beginning in 2020, serving as Head of Investor Relations from 2012 through 2016, and as part of the Financial Institutions Group within its Investment Bank in Paris, London, and New York, including serving as Managing Director and leading mortgage activities, from 1997 to 2012. | | | John A. Zecca Age: 58 Title: EVP and Chief Legal, Risk and Regulatory Officer John A. Zecca has served as EVP and Chief Legal and Regulatory Officer since October 2019. In April 2022, Mr. Zecca also became the Chief Risk Officer. Previously, Mr. Zecca was SVP, General Counsel North America, and Chief Regulatory Officer from April 2018 to September 2019, after serving as SVP, Senior Deputy General Counsel from July 2017 to April 2018. Mr. Zecca was SVP, MarketWatch, Nasdaq’s market surveillance group, from January 2010 to July 2017 and before that, he held a variety of other legal and regulatory roles at Nasdaq. Prior to joining Nasdaq in 2001, Mr. Zecca served as legal counsel to an SEC Commissioner and practiced corporate and securities law at both Hogan Lovells and Kaye Scholer. |

  74. Communicating with the Board

    Executive Compensation 60 Proposal 2:

  75. The majority of our NEOs’ pay is based on performance and consists largely of equity-based

    The majority of our NEOs’ pay is based on performance and consists largely of equity-based compensation. In 2025, 91% of our NEOs’ total direct compensation was performance-based, or “at-risk”, and 71% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards, and equity awards. Annual incentives are based on achievement of rigorous performance goals. In 2025, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues, corporate operating income (on a run rate basis), and ARR, in addition to accomplishment of strategic objectives, division or business unit financial results, and a culture objective. The resulting payouts to NEOs ranged from 130% to 160% of targeted amounts. We use long-term incentives to promote retention and reward our NEOs. Our main long-term incentive program for NEOs consists primarily of PSUs based on TSR relative to other companies, including the S&P 500 companies and a group of peer companies. Over the three-year period from January 1, 2023 through December 31, 2025, Nasdaq’s cumulative TSR was 52.8%, which was at the 66th percentile of S&P 500 companies and the 46th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 119.5% of target shares. Our compensation program is grounded in best practices. Our best practices include robust stock ownership guidelines for directors and executives, no hedging or pledging of Nasdaq stock, a “clawback” policy regarding the recoupment of erroneously paid executive compensation, and no tax gross-ups. Our executive compensation program does not encourage excessive risk-taking. The Audit & Risk and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We annually conduct a comprehensive risk assessment of our compensation program. 65 2026 NASDAQ PROXY STATEMENT

  76. The majority of our NEOs’ pay is based on performance and consists largely of equity-based

    | What We DO | | What We DON’T Do | | | | Pay for performance: 100% of annual incentives and 80% of long-term incentive grants are performance-based | | Overweight non-performance-based long- term incentives | | | Maintain a “clawback” policy, including a broad incentive recoupment policy and a supplemental policy in compliance with SEC and Nasdaq listing rules | | Pay tax gross-ups | | | Provide change in control protection that requires a “double trigger” (i.e., both a change in control of the Company and a qualifying loss of employment) | | Permit re-pricing of underwater stock options without shareholder approval | | | Conduct a comprehensive annual risk assessment of our compensation program | | Accrue or pay dividends on unearned or unvested equity awards | | | Conduct an annual executive talent review and discussion on succession planning | | Allow hedging or pledging of Nasdaq stock | | | Maintain robust stock ownership guidelines | | Provide ongoing defined benefit pension plans | | | Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties | | Provide uncapped award opportunities |

  77. Retention

    Retention Our long-term incentive award vesting periods overlap, continually ensuring that a portion of previously granted equity remains unvested.

  78. Competitive Pay Levels

    Competitive Pay Levels Total compensation is sufficiently competitive with industry peers to attract and retain executives with similar levels of experience, skills, education, and responsibilities. 4 5 6

  79. Shareholder Alignment

    Shareholder Alignment The financial interests of executives are aligned with the long-term interests of our shareholders through stock-based compensation and performance metrics that correlate with long-term shareholder value. Say on Pay Results Each year, we carefully consider the results of our Say on Pay advisory vote from the prior year. At our 2025 Annual Meeting, 96% of the votes cast were in favor of the advisory vote to approve executive compensation. In 2025, we retained the core elements of our executive compensation program, policies, and decisions. We believe our programs continue to appropriately motivate and reward our senior management. In addition to the perspective provided by the Say on Pay results, we also carefully solicit and consider feedback from our shareholders on executive compensation, corporate governance, and other issues throughout the year. For further information on our shareholder engagement, see “Shareholder Engagement.” How We Determine Compensation We have established a process for evaluating the performance of the Company, the Chair and CEO, and other NEOs for compensation purposes. On an annual basis, the Board, the Management Compensation Committee, and the Nominating & Governance Committee review our Chair and CEO’s performance in Executive Session. As part of their deliberative process, the Management Compensation Committee and Board establish and approve performance goals, evaluate our Chair and CEO’s performance against the pre-established goals, and determine appropriate compensation. 67 2026 NASDAQ PROXY STATEMENT The factors considered include: •performance against annual strategic objectives; •defining and executing our strategy; •leadership; and •the financial performance of the Company. Ms. Friedman, our Chair and CEO, is compensated only for her role as CEO and not as Board Chair. With the support of People@Nasdaq, our Chair and CEO develops compensation recommendations for the NEOs and other executive officers and presents the recommendations to the Management Compensation Committee for review and consideration. However, in accordance with the listing rules of The Nasdaq Stock Market, the Chair and CEO does not vote on executive compensation matters or attend Executive Sessions of the Management Compensation Committee or Board, and the Chair and CEO is not present when her own compensation is being discussed or approved. Role of Compensation Consultant In 2025, Exequity, an independent compensation consultant, assisted management in gathering data, reviewing best practices, and making recommendations to the Management Compensation Committee about our executive compensation program. However, Exequity did not determine or recommend the amount or form of executive or director compensation. Exequity did not provide services to Nasdaq or its Board other than executive compensation consulting. In 2025, we paid Exequity $82,278 in fees for competitive market data for executives and outside directors and $377,337 in fees for other executive compensation services. Competitive Positioning To evaluate the external competitiveness of our executive compensation program, we compare certain program elements to similar elements used by peer companies. In setting 2025 compensation levels, the Management Compensation Committee used a comprehensive peer group consisting of an aggregate of 26 companies as the basis for a competitive market analysis of the compensation program for the Chair and CEO and other NEOs. The 2025 peer group was substantially similar to the 2024 peer group, other than the addition of Autodesk, Inc. and Global Payments Inc. and the removal of Automatic Data Processing, Inc. and eBay Inc. We believe using and disclosing a peer group provides valuable input into compensation levels and program design. When forming the peer group, we considered potential peers among direct industry competitors and companies in related industries with similar talent needs. After identifying potential peers on this basis, we used the following seven screening criteria to select appropriate peer companies and talent. •Revenue •Market capitalization •Financial performance •Direct exchange competitors •Financial services companies •Technology companies •Companies with global complexity We believe the current peer group includes an accurate representation of similarly sized industry competitors and/or companies with which we generally compete for executive talent. 68

  80. Executive Compensation Peer Group Organized by Industry Segment1

    Executive Compensation Peer Group Organized by Industry Segment1

  81. Executive Compensation Peer Group Organized by Industry Segment1

    | Financial Exchanges | Cboe Global Markets, Inc. | Intercontinental Exchange, Inc. | | | CME Group Inc. | London Stock Exchange Group plc | | | Deutsche Börse AG | TMX Group Limited | | Information Services | FactSet Research Systems Inc. | S&P Global Inc. | | | Moody’s Corporation | Verisk Analytics, Inc. | | | MSCI Inc. | | | Financial Services | BGC Group, Inc. | | | | Discover Financial Services | | | | The Charles Schwab Corporation | | | Transaction Processing | Fidelity National Information Services, Inc. | Mastercard Incorporated | | | Fiserv, Inc. | PayPal Holdings, Inc. | | | Global Payments Inc. | Visa Inc. | | Technology and Software | Adobe Inc. | Intuit Inc. | | | Autodesk, Inc. | ServiceNow, Inc. | | | Gen Digital Inc. | Workday, Inc. |

  82. Executive Compensation Peer Group Organized by Industry Segment1

    1.These peer groups differ from the peer group used for the performance graph included in Item 5 of our Form 10-K, which is for stock-performance comparisons. While the peer group represents a broad group of potential competitors for executive talent across various industries, peer group data serves as only one reference point for the Management Compensation Committee in evaluating our executive compensation program. The Management Compensation Committee uses this data to understand how various elements of our executive compensation program compare to those of other companies. In addition, the Management Compensation Committee uses multiple categorizations of the aggregate peer group data for each particular NEO role to better understand the competitive landscape for that position. The peer group comparison is applied to ensure our executive compensation is competitive; however, we do not target executive compensation to a specific percentile of the compensation set by our peer group. Each executive officer is also evaluated individually based on skills, knowledge, performance, growth potential, and in the Management Compensation Committee’s business judgment, the value he or she brings to the organization and Nasdaq’s retention risk. Tally Sheets When recommending compensation for the Chair and CEO and other NEOs, the Management Compensation Committee reviews tally sheets that detail the various elements of compensation for each executive officer. These tally sheets are used to evaluate the appropriateness of the total compensation package, to compare each executive officer’s total compensation opportunity with his or her actual aggregate payment, and to ensure that the compensation appropriately reflects the compensation program’s focus on pay for performance. 69 2026 NASDAQ PROXY STATEMENT

  83. 2025 Compensation Decisions

    2025 Compensation Decisions The sections below provide an overview as to how the Management Compensation Committee and/or Board of Directors determined each NEO’s compensation for 2025. In setting 2025 target annual compensation opportunities for the NEOs, the Management Compensation Committee and/or Board reviewed historical market data for the executive compensation peer group, as provided by the Company’s compensation consultant, as described below. For specific compensation amounts for each NEO, see the “NEO Compensation Summaries” beginning on page 75. Base Salary Base salaries are a fixed component of each NEO’s compensation. In setting each NEO’s base salary, the Management Compensation Committee and/or Board considers competitive market data derived from our peer group and annual market surveys, and the NEO’s individual contributions, performance, time in the role, scope of responsibility, leadership skills, and experience. We review base salaries on an annual basis and may adjust base salaries during the year in response to significant changes in an executive’s responsibilities or events that would impact the long-term retention of a key executive. Salaries are established at levels commensurate with each executive’s title, position, and experience, recognizing that each executive is managing a component of a complex global company. For 2025, base salary increases were in recognition of performance and to maintain market competitive positioning. Annual Cash Incentive Compensation We maintain an annual performance-based cash incentive arrangement under which each NEO can earn cash incentive awards through our ECIP based on achievement of performance against pre-determined performance goals. The Management Compensation Committee and/or Board established each NEO’s target annual cash opportunity based on an assessment of each NEO’s position and responsibilities, the competitive market analysis, and the Company’s retention objectives. 71 2026 NASDAQ PROXY STATEMENT

  84. How We Set Performance Targets

    How We Set Performance Targets The annual cash incentive award payments for our NEOs are based on achieving pre-established, quantifiable performance goals. The Chair and CEO selects and recommends goals for the other executive officers based on their areas of responsibility and input from each executive. The Management Compensation Committee reviews and considers our Chair and CEO’s recommendations and approves the goals for the coming year after identifying the objectives most critical to our future growth and most likely to hold executives accountable for the operations for which they are responsible. Based on these same factors, the Management Compensation Committee and Board determine and approve the performance goals for the Chair and CEO. We commence our rigorous goal-setting process during the Board’s third quarter strategic off-site meeting. In the fourth quarter of each year, the Management Compensation Committee and Board review initial goals for the following year. In the first quarter of the next year, the Management Compensation Committee and Board review and approve Company goals based on business criteria as well as target performance levels for target annual incentive cash awards. Targets are set based primarily on the Company’s Board-approved budget for the year. The performance goals are intended to be rigorous and are set at levels where the maximum payout for any NEO would be difficult to achieve and that are in excess of budget assumptions. The Management Compensation Committee and/or the Board reviews the Company’s financial goals and the NEOs’ individual goals throughout the year and determines if any adjustments are warranted based on significant transactions or other extraordinary events. For 2025, the Management Compensation Committee and Board selected financial and strategic metrics and targets that they believe incentivize our executives to achieve our strategic objectives and drive Nasdaq’s long-term financial performance. The 2025 annual cash incentive awards were tied to results in the following areas:

  85. Potential Payments

    Potential Payments Annual cash incentive award payments are determined after the end of the year and are based on actual performance against each goal. Each goal that applied to the NEOs for 2025 had a minimum, target, and maximum performance level. The scoring of each goal is based on actual goal achievement compared to the target. In 2025, payments on each goal could vary between 0% and 200% of the target. Although our ECIP is highly formulaic by design, awards are subject to adjustment at the discretion of the Management Compensation Committee, based on a holistic, qualitative assessment of individual performance delivered as well as ethical and responsible conduct. Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal. Above-target payouts of strategic goals are limited to years where operating income exceeds target performance. The Management Compensation Committee may adjust the bonus payment to any NEO, including by applying “positive discretion” to increase a payment amount or “negative discretion” to decrease a payment amount. The Management Compensation Committee did not adjust, or apply discretion to, any bonus payments of any NEOs in 2025. 72

  86. Award Payouts

    Award Payouts In February 2026, the Management Compensation Committee and/or the Board determined the final levels of achievement for each of the goals and approved the cash payout amounts. The table below shows achieved performance against each 2025 corporate objective and the percentage of target incentive opportunity yielded by such performance.

  87. Corporate Objectives Performance vs. Goals

    | Corporate Objective | Threshold (0% payout) | Target (100% Payout) | Maximum (200% Payout) | Nasdaq’s Results for 2025 as Measured for Compensation Purposes | Payout Percentage of Target Incentive Award Amount | | Operating Income (Run Rate)1 | $2,531.4M | $2,715.6M | $2,823.9M | $2,754.3M | 133% | | Net Revenues2 | $4,720.7M | $4,971.3M | $5,105.9M | $5,152.8M | 200% | | ARR3 | $2,872.0M | $2,991.3M | $3,047.0M | $3,019.7M | 150% |

  88. PSUs

    PSUs For the 2025 performance period, we granted PSUs to each NEO to incentivize and reward them for growth in our TSR relative to the TSR of two equally weighted groups over the performance period. The PSU awards granted in 2025, for which the three-year performance period is January 1, 2025 through December 31, 2027, utilize a performance measure that compares Nasdaq’s TSR to two performance groups at the start of the performance period: (i) all S&P 500 companies and (ii) the S&P 500 GICS 4020 Index, which includes exchanges, as well as data, financial technology, and banking companies with sizable market capitalizations. We measure our TSR performance relative to two different groups to align with the varied interests of our shareholders. For purposes of the PSUs and our executive compensation, TSR is calculated by using a 30-day average of our share price at the beginning and end of the performance period, plus cumulative dividends. Our 2025 PSU performance period peer group, the S&P 500 GICS 4020 Index, is a blend of exchanges, as well as data, financial technology, and banking companies, which aligns with our business and competitors. While the peer group used for competitive analysis of executive compensation in 2025, as described on page 67, includes a broad range of companies that may compete with us for executive talent, the S&P 500 GICS 4020 Index peer group used for the three-year PSUs in 2025 includes a broader list of competitors that provide more relevant comparators for stock price performance. The PSU shares earned, if any, vest at the end of the performance period and are settled upon the certification by the Management Compensation Committee and/or the Board that the performance metrics have been achieved. Our relative performance ranking against each of the two peer groups at the end of the performance period will determine the number of vested PSUs. For each vested PSU, Nasdaq will issue one share of common stock to each NEO. The maximum payout will be 200% of the target number of PSUs granted if Nasdaq ranks at the 85th percentile or above of each of the groups. However, if our TSR is negative for the three-year performance period, regardless of TSR ranking, the payout will be capped at 100% of the target number of PSUs granted. The table below illustrates the percentage of the target number of PSUs granted to each NEO that the NEO may receive based upon different levels of achievement against each of the groups. For each group, the resulting shares earned will be calculated by multiplying the relevant percentage from the table below by one-half of the target award amount. Any payouts earned at performance levels below the 50th percentile are designed to serve as a retention vehicle.

  89. RSUs

    RSUs In 2025, we also granted RSUs to each NEO to promote long-term shareholder alignment and retention. The RSUs represented 20% of the NEO’s long-term incentive compensation. The RSUs are subject to a four-year vesting schedule, vesting 33% on the second anniversary of the grant, 33% on the third anniversary of the grant, and the balance on the fourth anniversary of the grant, in each case subject to continued employment with the Company.

  90. Award Determination

    Award Determination In setting Ms. Friedman’s 2025 equity award target, the Management Compensation Committee and Board focused on motivating performance with significant upside and downside based on relative performance. Historical awards 74 and the retention value of Ms. Friedman’s outstanding equity were considered when determining the target amount of her award. Peer group data also was considered in establishing a market competitive award level. Ms. Friedman recommended the specific equity award targets for each of the other NEOs, which varied among executives depending upon responsibilities, performance, and retention considerations. The Management Compensation Committee evaluated these recommendations and determined that the amount of each award reflected the individual’s contributions, was aligned with competitive market levels, and was appropriate for retention purposes.

  91. Settlement of 2023 PSU Grants Based on Relative TSR

    Settlement of 2023 PSU Grants Based on Relative TSR In February 2026, the Management Compensation Committee and/or the Board evaluated and approved the performance results for the PSUs granted to the NEOs in 2023. These PSUs were subject to a three-year cumulative performance period beginning on January 1, 2023 and ending on December 31, 2025, and performance was determined by comparing Nasdaq’s TSR to two groups of companies, each weighted 50%. One group consisted of all S&P 500 companies and the other group consisted of 13 peer companies as listed in the footnote below. We measure our TSR performance relative to two different groups to align with the varied interests of our shareholders. The following table sets forth the 2023 PSU performance measure results.

  92. PSU Performance Measure Results

    PSU Performance Measure Results

  93. PSU Performance Measure Results

    | Equity Award | Cumulative TSR | Weighting | Performance Factors | Percentile Rank | Payout | Blended Payout | | 2023 Three-Year PSU Award | 52.8% | 50% | Based on Relative TSR Against the S&P 500 | 66th | 146.9% | 119.5% | | | | 50% | Based on Relative TSR Against Peers1 | 46th | 92.2% | |

  94. PSU Performance Measure Results

    1.Global exchange peer companies used for the 2023 Three-Year PSU Award: ASX Limited, B3 S.A. – Brasil, Bolsa, Balcão, Bolsa Mexicana de Valores, S.A.B. de C.V., Cboe Global Markets, Inc., CME Group Inc., Deutsche Börse AG, Euronext N.V., Hong Kong Exchanges and Clearing Limited, Intercontinental Exchange, Inc., Japan Exchange Group, Inc., London Stock Exchange Group plc, Singapore Exchange Limited, and TMX Group Limited.

  95. Certification of 2024 PSU Grants Based on Integration Actions

    Certification of 2024 PSU Grants Based on Integration Actions In 2024, we granted PSUs with a two-year performance period to certain NEOs (the “Two-Year PSUs”). The Two- Year PSUs, which represented 10% of the NEO’s aggregate 2024 equity award, were based on a performance measure relating to the implementation of certain integration actions in connection with the AxiomSL and Calypso acquisition. The Two-Year PSUs had a performance period of January 1, 2024 to December 31, 2025. In February 2026, the Management Compensation Committee certified the achievement of the performance measures, which are not disclosed due to competitive reasons, and each grantee was issued 200% of the target value of their award, which vests in full on January 4, 2027, subject to the grantee's continued employment with the Company. The performance conditions for the Two-Year PSUs were entirely formulaic and not qualitative or discretionary. The final attainment reflected that we surpassed our efficiency program net expense target, with over $160 million in run rate expense efficiencies actioned as of the end of 2025. 75 2026 NASDAQ PROXY STATEMENT NEO Compensation Summaries Adena T. Friedman Chair and CEO

  96. 2025 Compensation Elements

    | | Type of Compensation | 2025 Annualized Amounts (at Target) | | 2024 Annualized Amounts (at Target) | | Base Salary | Fixed | $1,400,000 | | $1,250,000 | | Target Annual Cash Incentive Award | Performance-Based | $4,200,000 | | $3,750,000 | | Target Equity Award | Performance-Based (PSUs) | $12,000,000 | 1 | $10,400,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $3,000,000 | 1 | $2,600,000 | | Total Target Compensation | | $20,600,000 | | $18,000,000 |

  97. 2025 Compensation Elements

    1.Ms. Friedman was awarded a target amount of 157,811 Three-Year PSUs and 39,452 RSUs on April 1, 2025, with the terms and conditions described in the “Long-Term Incentive Compensation” section above.

  98. 2025 Performance Goals – Annual Cash Incentive Award

    2025 Performance Goals – Annual Cash Incentive Award Ms. Friedman earned an annual incentive award payment of $6,086,509, or 149% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.

  99. 2025 Performance Goals – Annual Cash Incentive Award

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 50% | 133% | $2,717,179 | | | Corporate Net Revenues | 20% | 200% | $1,636,110 | | | Annual Recurring Revenue | 5% | 150% | $306,762 | | Strategic Initiatives1 | Capital Access Platforms: Listings Success | 3% | 120% | $147,357 | | | Defining & Building a Roadmap to Become a Platform Company | 3% | 153% | $187,572 | | | Progressing Capital Allocation Framework | 3% | 126% | $155,140 | | | Enterprise: Cross Selling Initiative | 4% | 153% | $250,097 | | | Driving AI on the Business | 4% | 124% | $202,529 | | | Enterprise: Driving AI in the Product | 3% | 151% | $185,412 | | | Regulatory Advocacy | 2% | 153% | $125,048 | | | Strengthening Nasdaq Culture | 3% | 141% | $173,303 | | Total | | 100% | 149% | $6,086,509 |

  100. 2025 Performance Goals – Annual Cash Incentive Award

    1.Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal. Above-target payouts of strategic goals are limited to years where operating income exceeds target performance. 77 2026 NASDAQ PROXY STATEMENT

  101. Settlement of 2023 PSU Award Based on Relative TSR

    Settlement of 2023 PSU Award Based on Relative TSR The table below sets forth the number of PSUs that Ms. Friedman earned as of December 31, 2025 due to the performance results of her 2023 PSU award, which was based on relative TSR.

  102. Settlement of 2023 PSU Award Based on Relative TSR

    | Target PSUs Awarded in 2023 | Actual Performance as Percent of Target | PSUs Earned | | 191,176 | 119.5% | 228,455 |

  103. Certification of Two-Year PSU Award

    Certification of Two-Year PSU Award The table below sets forth the number of PSUs that Ms. Friedman earned due to the performance results of the Two-Year PSU award granted in 2024. The award remains subject to a service vesting condition through January 4, 2027.

  104. Certification of Two-Year PSU Award

    | Target PSUs Awarded in 2024 | Actual Performance as Percent of Target | PSUs Earned | | 20,870 | 200.0% | 41,740 |

  105. Certification of Two-Year PSU Award

    78 Sarah Youngwood EVP and CFO

  106. 2025 Compensation Elements

    | | Type of Compensation | 2025 Annualized Amounts (at Target) | | 2024 Annualized Amounts (at Target) | | | Base Salary | Fixed | $750,000 | | $700,000 | | | Target Annual Cash Incentive Award | Performance-Based | $1,500,000 | | $1,400,000 | | | Target Equity Award | Performance-Based (PSUs) | $4,800,000 | 1 | $4,800,000 | 2 | | (Grant Date Face Value) | At-Risk (RSUs) | $1,200,000 | 1 | $1,200,000 | 2 | | Total Target Compensation | | $8,250,000 | | $8,100,000 | |

  107. 2025 Compensation Elements

    1.Ms. Youngwood was awarded a target amount of 63,124 Three-Year PSUs and 15,781 RSUs on April 1, 2025, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. 2.Amounts above reflect Ms.Youngwood’s 2024 compensation elements and amounts, as described above. No annual target equity award was granted in 2024. However, $6,000,000 of the $10,000,000 new hire equity grant in 2023 was in lieu of a 2024 annual equity grant, and such amount is reported in this table. Ms. Youngwood received her $6,000,000 target equity award, as set forth in her employment offer letter, in April 2025.

  108. 2025 Performance Goals – Annual Cash Incentive Award

    2025 Performance Goals – Annual Cash Incentive Award Ms. Youngwood earned an annual incentive award payment of $2,191,051, or 149% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.

  109. 2025 Performance Goals – Annual Cash Incentive Award

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 50% | 133% | $980,256 | | | Corporate Net Revenues | 20% | 200% | $590,247 | | | Annual Recurring Revenue | 5% | 150% | $110,668 | | Strategic Initiatives1 | Defining & Building a Roadmap to Become a Platform Company | 2% | 153% | $45,113 | | | Progressing Capital Allocation Framework | 3% | 126% | $55,968 | | | Enterprise: Cross Selling Initiative | 3% | 153% | $67,669 | | | Driving AI on the Business | 4% | 124% | $73,064 | | | Enterprise: Driving AI in the Product | 2% | 151% | $44,593 | | | Regulatory Advocacy | 1% | 153% | $22,556 | | | Driving Budget and Operations Processes to Deliver Growth | 3% | 113% | $50,119 | | | Articulating Story and Improving Shareholder Base | 3% | 146% | $64,628 | | | Facilitating Effective SOX Program | 2% | 151% | $44,489 | | | Strengthening Nasdaq Culture | 2% | 141% | $41,681 | | Total | | 100% | 149% | $2,191,051 |

  110. 2025 Performance Goals – Annual Cash Incentive Award

    1.Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal. Above-target payouts of strategic goals are limited to years where operating income exceeds target performance. 80 Tal Cohen President

  111. 2025 Compensation Elements

    2025 Compensation Elements For 2025, the Management Compensation Committee increased Mr. Cohen’s base salary from $700,000 to $750,000, and target annual cash incentive award from $1,400,000 to $1,500,000, effective March 31, 2025. The Management Compensation Committee also increased the target grant date value of Mr. Cohen’s equity award from $4,000,000 to $6,000,000. In determining these compensation changes, the Management Compensation Committee assessed Mr. Cohen’s performance, the overall performance of our Market Services and Financial Technology divisions, and market competitive positioning. As previously disclosed in our Current Report on Form 8-K filed on March 10, 2025, and in our 2025 Proxy Statement, in recognition of Mr. Cohen's outstanding performance and ongoing commitment to Nasdaq, he received a one-time equity award with a grant date face value of $7,000,000 on April 1, 2025. The award consists of 50% RSUs ratably vesting over three years, contingent on continued employment, and 50% PSUs vesting on December 31, 2027, subject to continued employment and achievement of specified performance goals. The PSU portion of the equity award has the same TSR performance conditions as the other PSUs awarded to Mr. Cohen and other named executive officers, as further described above. Combined with his 2025 annual equity award, 64% of the total target value is in performance-based PSUs tied to three-year total shareholder return, with the remaining 36% in RSUs. Further information regarding Mr. Cohen's one-time grant, which was made in connection with the execution of his employment agreement, is set forth on page 97. The Management Compensation Committee believes the grant provides strong motivation to deliver long- term results in alignment with shareholder interests. 81 2026 NASDAQ PROXY STATEMENT

  112. 2025 Compensation Elements

    | | Type of Compensation | 2025 Annualized Amounts (at Target) | | 2024 Annualized Amounts (at Target) | | Base Salary | Fixed | $750,000 | | $700,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,500,000 | | $1,400,000 | | Target Equity Award | Performance-Based (PSUs) | $4,800,000 | 1 | $3,200,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $1,200,000 | 1 | $800,000 | | Total Target Compensation | | $8,250,000 | | $6,100,000 |

  113. 2025 Compensation Elements

    1.Mr. Cohen was awarded a target amount of 63,124 Three-Year PSUs, and 15,781 RSUs on April 1, 2025, with the terms and conditions described in the “Long-Term Incentive Compensation” section above.

  114. 2025 Performance Goals – Annual Cash Incentive Award

    2025 Performance Goals – Annual Cash Incentive Award Mr. Cohen earned an annual incentive award payout of $1,921,885, or 130% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.

  115. 2025 Performance Goals – Annual Cash Incentive Award

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 133% | $294,077 | | | Corporate Net Revenues | 10% | 200% | $295,123 | | Division Financial | Market Services Operating Income | 10% | 200% | $295,123 | | | Market Services Revenue | 5% | 200% | $147,562 | | | Capital Markets Technology and Regulatory Technology Operating Income | 15% | 47% | $104,293 | | | Capital Markets Technology and Regulatory Technology Revenue | 10% | 56% | $82,975 | | | Capital Markets Technology and Regulatory Technology ARR | 10% | 124% | $183,363 | | Strategic Initiatives1 | Defining & Building a Roadmap to Become a Platform Company | 2% | 153% | $45,113 | | | Progressing Capital Allocation Framework | 3% | 126% | $55,968 | | | Driving AI on the Business | 5% | 124% | $91,331 | | | Regulatory Advocacy | 2% | 153% | $45,113 | | | FinTech: Cross Selling Initiative | 4% | 153% | $90,225 | | | Market Services and FinTech: Driving AI in the Product | 3% | 153% | $67,669 | | | Market Platforms: Optimizing Operating Model | 2% | 126% | $37,157 | | | Advancing Market Modernization | 2% | 153% | $45,112 | | | Strengthening Nasdaq Culture | 2% | 141% | $41,681 | | Total | | 100% | 130% | $1,921,885 |

  116. 2025 Performance Goals – Annual Cash Incentive Award

    1.Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal. Above-target payouts of strategic goals are limited to years where operating income exceeds target performance. 82

  117. Settlement of 2023 PSU Award Based on Relative TSR

    Settlement of 2023 PSU Award Based on Relative TSR The following table sets forth the number of PSUs that Mr. Cohen earned as of December 31, 2025 due to the performance results of his 2023 PSU award, which was based on relative TSR.

  118. Settlement of 2023 PSU Award Based on Relative TSR

    | Target PSUs Awarded in 2023 | Actual Performance as Percent of Target | PSUs Earned | | 36,764 | 119.5% | 43,932 |

  119. Certification of Two-Year PSU Award

    Certification of Two-Year PSU Award The table below sets forth the number of PSUs that Mr. Cohen earned due to the performance results of the Two- Year PSU award granted in 2024. The award remains subject to a service vesting condition through January 4, 2027.

  120. Certification of Two-Year PSU Award

    | Target PSUs Awarded in 2024 | Actual Performance as Percent of Target | PSUs Earned | | 6,421 | 200.0% | 12,842 |

  121. Certification of Two-Year PSU Award

    83 2026 NASDAQ PROXY STATEMENT P.C. Nelson Griggs President

  122. 2025 Compensation Elements

    | | Type of Compensation | 2025 Annualized Amounts (at Target) | | 2024 Annualized Amounts (at Target) | | Base Salary | Fixed | $750,000 | | $700,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,500,000 | | $1,400,000 | | Target Equity Award | Performance-Based (PSUs) | $3,600,000 | 1 | $3,200,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $900,000 | 1 | $800,000 | | Total Target Compensation | | $6,750,000 | | $6,100,000 |

  123. 2025 Compensation Elements

    1.Mr. Griggs was awarded a target amount of 47,343 Three-Year PSUs and 11,835 RSUs on April 1, 2025, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. 84

  124. 2025 Performance Goals – Annual Cash Incentive Award

    2025 Performance Goals – Annual Cash Incentive Award Mr. Griggs earned an annual incentive award payment of $2,355,471, or 160% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.

  125. 2025 Performance Goals – Annual Cash Incentive Award

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 133% | $294,077 | | | Corporate Net Revenues | 10% | 200% | $295,123 | | Division Financial | Capital Access Platforms Operating Income | 25% | 140% | $516,871 | | | Capital Access Platforms Revenue | 20% | 200% | $590,247 | | | Capital Access Annual Recurring Revenue | 5% | 200% | $147,562 | | Strategic Initiatives1 | Defining & Building a Roadmap to Become a Platform Company | 2% | 153% | $45,113 | | | Progressing Capital Allocation Framework | 3% | 126% | $55,969 | | | Driving AI on the Business | 4% | 124% | $73,065 | | | Regulatory Advocacy | 2% | 153% | $45,113 | | | Capital Access Platforms: Cross Selling Initiative | 2% | 153% | $45,113 | | | Capital Access Platforms: Driving AI in the Product | 2% | 153% | $45,113 | | | Capital Access Platforms: Listings Success | 3% | 120% | $53,161 | | | Index: Modernizing Systems and Increasing Advisor Engagement | 1% | 145% | $21,386 | | | Establishing Divisional and Private Markets Strategy | 2% | 153% | $45,112 | | | Expanding and Diversifying Data Revenue | 1% | 153% | $22,555 | | | Workflow & Insights: Executing on Strategy and Driving Growth | 1% | 123% | $18,211 | | | Strengthening Nasdaq Culture | 2% | 141% | $41,680 | | Total | | 100% | 160% | $2,355,471 |

  126. 2025 Performance Goals – Annual Cash Incentive Award

    1.Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal. Above-target payouts of strategic goals are limited to years where operating income exceeds target performance.

  127. Settlement of 2023 PSU Award Based on Relative TSR

    Settlement of 2023 PSU Award Based on Relative TSR The table below sets forth the number of PSUs that Mr. Griggs earned as of December 31, 2025 due to the performance results of his 2023 PSU award, which was based on relative TSR.

  128. Settlement of 2023 PSU Award Based on Relative TSR

    | Target PSUs Awarded in 2023 | Actual Performance as Percent of Target | PSUs Earned | | 36,764 | 119.5% | 43,932 |

  129. Certification of Two-Year PSU Award

    Certification of Two-Year PSU Award The table below sets forth the number of PSUs that Mr. Griggs earned due to the performance results of the Two- Year PSU award granted in 2024. The award remains subject to a service vesting condition through January 4, 2027.

  130. Certification of Two-Year PSU Award

    | Target PSUs Awarded in 2024 | Actual Performance as Percent of Target | PSUs Earned | | 6,421 | 200.0% | 12,842 |

  131. Certification of Two-Year PSU Award

    85 2026 NASDAQ PROXY STATEMENT Bradley J. Peterson EVP and CIO/CTO

  132. 2025 Compensation Elements

    | | Type of Compensation | 2025 Annualized Amounts (at Target) | | 2024 Annualized Amounts (at Target) | | Base Salary | Fixed | $650,000 | | $650,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,137,500 | | $975,000 | | Target Equity Award | Performance-Based (PSUs) | $2,560,000 | 1 | $2,400,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $640,000 | 1 | $600,000 | | Total Target Compensation | | $4,987,500 | | $4,625,000 |

  133. 2025 Compensation Elements

    1.Mr. Peterson was awarded a target amount of 33,666 Three-Year PSUs, and 8,416 RSUs on April 1, 2025, with the terms and conditions described in the “Long- Term Incentive Compensation” section above. 86

  134. 2025 Performance Goals – Annual Cash Incentive Award

    2025 Performance Goals – Annual Cash Incentive Award Mr. Peterson earned an annual incentive award payment of $1,701,461, or 150% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.

  135. 2025 Performance Goals – Annual Cash Incentive Award

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 50% | 133% | $755,644 | | | Corporate Net Revenues | 20% | 200% | $455,000 | | | Annual Recurring Revenue | 5% | 150% | $85,310 | | Strategic Initiatives1 | Defining & Building a Roadmap to Become a Platform Company | 4% | 153% | $69,552 | | | Progressing Capital Allocation Framework | 2% | 126% | $28,763 | | | Driving AI on the Business | 6% | 124% | $84,485 | | | Enterprise: Driving AI in the Product | 2% | 151% | $34,375 | | | Operational Excellence | 3% | 153% | $52,164 | | | Cloud and Emerging Technology | 3% | 153% | $52,164 | | | Global Technology: System Reliability and Operational Excellence | 3% | 152% | $51,874 | | | Strengthening Nasdaq Culture | 2% | 141% | $32,130 | | Total | | 100% | 150% | $1,701,461 |

  136. 2025 Performance Goals – Annual Cash Incentive Award

    1.Beginning in 2025, any non-financial strategic goal overperformance was funded by above-target performance of the operating income goal. Above-target payouts of strategic goals are limited to years where operating income exceeds target performance.

  137. Settlement of 2023 PSU Award Based on Relative TSR

    Settlement of 2023 PSU Award Based on Relative TSR The following table sets forth the number of PSUs that Mr. Peterson earned as of December 31, 2025 due to the performance results of his 2023 PSU award, which was based on relative TSR.

  138. Settlement of 2023 PSU Award Based on Relative TSR

    | Target PSUs Awarded in 2023 | Actual Performance as Percent of Target | PSUs Earned | | 36,764 | 119.5% | 43,932 |

  139. Certification of Two-Year PSU Award

    Certification of Two-Year PSU Award The table below sets forth the number of PSUs that Mr. Peterson earned due to the performance results of the Two- Year PSU award granted in 2024. The award remains subject to a service vesting condition through January 4, 2027.

  140. Certification of Two-Year PSU Award

    | Target PSUs Awarded in 2024 | Actual Performance as Percent of Target | PSUs Earned | | 4,816 | 200.0% | 9,632 |

  141. Certification of Two-Year PSU Award

    87 2026 NASDAQ PROXY STATEMENT

  142. Risk Mitigation and Other Pay Practices

    Risk Mitigation and Other Pay Practices Risk Assessment of Compensation Program We monitor the risks associated with our compensation program on an ongoing basis. In April 2026, both the Management Compensation Committee and the Audit & Risk Committee were presented with the results of our annual formal assessment of our employee compensation program in order to evaluate the risks arising from our compensation policies and practices. This risk assessment report reflected a comprehensive review and analysis of the components of our compensation program. The Management Compensation Committee and the Audit & Risk Committee both concluded, based on the risk assessment report’s findings, that any risks arising from our compensation program are not reasonably likely to have a material adverse effect on the Company. The risk assessment was performed by an internal working group consisting of employees in People@Nasdaq, Group Risk Management, and the Internal Audit Department, as well as in the Offices of the General Counsel and Corporate Secretary. The findings were presented to the Global Risk Management Committee, which concurred with the working group’s report. The risk assessment included the following steps: •collection and review of our compensation policies; •development of a risk assessment scorecard, analysis approach, and timeline; and •review and evaluation of controls that might mitigate risk-taking (e.g., equity vesting structure, incentive recoupment policy, and stock ownership guidelines). Stock Ownership Guidelines We recognize the importance of stock ownership as an essential means of closely aligning the interests of our executives with the interests of our shareholders. In addition to using equity awards as a primary long-term incentive compensation tool, we have stock ownership guidelines for our senior executives, including our NEOs. Under its charter, the Management Compensation Committee reviews the stock ownership guidelines periodically and oversees compliance. Under the guidelines, the covered executives are expected to own specified dollar amounts of our common stock based on a multiple of their base salary, as set forth in the table below.

  143. Risk Mitigation and Other Pay Practices

    Individual holdings, shares jointly owned with immediate family members or held in trust, RSUs (whether vested or unvested), and shares purchased or held through our plans, such as the Nasdaq ESPP, count toward satisfying the guidelines. New executives and executives who incur a material change in their responsibilities are expected to meet the applicable level of ownership within five years of their start date or the date of the change in responsibilities. All of the NEOs who were required to comply with the guidelines on December 31, 2025 were in compliance at such time. 89 2026 NASDAQ PROXY STATEMENT Stock Holding Guidelines We encourage our senior executives to retain equity grants until the applicable stock ownership level discussed above is reached. Under the stock ownership guidelines, these officers must hold the specified dollar amounts of stock through the end of their employment with Nasdaq. We feel that our guidelines provide proper alignment of the interests of our management and our shareholders and therefore, we do not have additional stock holding requirements beyond the stock ownership guidelines. Trading Controls and Hedging and Pledging Policies We prohibit directors and executive officers from engaging in securities transactions that allow them either to insulate themselves or profit from a decline in Nasdaq’s stock price (with the exception of selling shares outright in accordance with applicable laws and regulations). Specifically, these individuals may not enter into hedging transactions with respect to Nasdaq’s common stock, including short sales and transactions in derivative securities. Finally, these individuals may not pledge, hypothecate, or otherwise encumber their shares of Nasdaq common stock, including by holding such shares in a margin account. We permit all employees, including the NEOs, to enter into plans established under Rule 10b5-1 of the Exchange Act, enabling them to trade in our stock, including stock received through equity grants, during periods in which they might not otherwise be able to trade because material nonpublic information about Nasdaq has not been publicly released. These may include specific instructions to a broker to trade on behalf of the employee if our stock price reaches a specified level or if certain other events occur. Therefore, the employee no longer controls the decision to trade or the timing of the trade. Additionally, all 10b5-1 plans adopted by our executive officers and directors are subject to applicable SEC regulations. Incentive Recoupment Policies In 2023, we adopted the following incentive recoupment, or “clawback,” policies. •We updated our long-standing compensation recoupment policy, which is applicable to officers with the rank of SVP and above. The policy provides that the Company may recoup cash or equity-based compensation, either discretionary, time-based or performance-based (excluding salary or vested tax-qualified employee retirement benefits), that was incorrectly paid or awarded due to a financial reporting error, whether or not such individual’s conduct contributed to the financial statement reporting error. Compensation can also be recouped based on breaches of Nasdaq policy or applicable legal, contractual, or regulatory requirements in connection with service to Nasdaq; actions resulting in significant reputational or financial harm to Nasdaq; breaches of fiduciary duty to Nasdaq; willful misconduct, gross negligence, material dishonesty, or fraud; or any other actions taken by an applicable person in the course of such person’s service that the Management Compensation Committee deems necessary to be subject to the policy. •We adopted our Supplemental Executive Officer Recoupment Policy in response to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, SEC rules, and Nasdaq Stock Market listing requirements. The policy requires Nasdaq to recover certain incentive-based compensation received by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The recoverable compensation is that compensation which was received during the three-year period preceding the date on which the accounting restatement was required. The clawback pertains to any excess income derived by an executive officer based on materially inaccurate accounting statements. This policy applies to all incentive- based compensation (including cash bonus payments) received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the Nasdaq Stock Market listing standards. Additionally, our Chair and CEO and CFO are subject to the clawback provisions of the Sarbanes-Oxley Act of 2002, which provide that if we are required to prepare an accounting restatement because of “misconduct,” the CEO and CFO are required to reimburse us for any incentive or equity-based compensation received and profits from selling Nasdaq securities during the year following issuance of the inaccurate financial statements. Tax and Accounting Implications of Executive Compensation The Management Compensation Committee considers income tax and other consequences of individual compensation elements when it is analyzing the overall level of compensation and the mix of compensation among individual elements. Depending upon the relevant circumstances at the time, the Management Compensation Committee may determine to award compensation that is not deductible. In making this determination, the Management Compensation Committee balances the purposes and needs of our executive compensation program against potential tax and other implications. Generally, under GAAP, compensation is expensed as earned. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award. 90

  144. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  145. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total ($) | | Adena T. Friedman | 2025 | $1,359,616 | — | $17,491,321 | $6,086,509 | $77,104 | $25,014,550 | | Chair and CEO | 2024 | $1,250,000 | — | $15,213,813 | $5,009,927 | $44,430 | $21,518,170 | | | 2023 | $1,250,000 | — | $12,551,660 | $4,653,812 | $43,280 | $18,498,752 | | Sarah Youngwood | 2025 | $736,539 | — | $6,996,506 | $2,191,051 | $21,000 | $9,945,096 | | EVP and CFO | 2024 | $700,000 | — | — | $1,906,073 | $19,085 | $2,625,158 | | | 2023 | $43,077 | $500,000 | $10,863,114 | $125,000 | $15,000 | $11,546,191 | | Tal Cohen | 2025 | $736,539 | — | $14,673,516 | $1,921,885 | $33,515 | $17,365,455 | | President | 2024 | $700,000 | $200,000 | $4,681,154 | $1,644,323 | $20,700 | $7,246,177 | | | 2023 | $698,077 | — | $2,413,740 | $1,338,959 | $19,800 | $4,470,576 | | P.C. Nelson Griggs | 2025 | $736,539 | — | $5,247,325 | $2,355,471 | $21,000 | $8,360,335 | | President | 2024 | $700,000 | — | $4,681,154 | $2,380,980 | $20,700 | $7,782,834 | | | 2023 | $698,077 | — | $2,413,740 | $1,263,829 | $19,800 | $4,395,446 | | Bradley J. Peterson | 2025 | $650,000 | — | $3,731,418 | $1,701,461 | $35,695 | $6,118,574 | | EVP and CIO/CTO | 2024 | $650,000 | — | $3,510,846 | $1,346,633 | $34,959 | $5,542,438 | | | 2023 | $650,000 | — | $2,413,740 | $1,282,625 | $33,855 | $4,380,220 |

  146. 2025 Summary Compensation Table

    1.The amounts reported in this column reflect (i) a one-time cash supplemental bonus for Mr. Cohen for the 2024 compensation year in recognition of exceeding integration and synergy expectations relating to the acquisition of AxiomSL and Calypso and (ii) a one-time cash sign-on bonus for Ms. Youngwood, who began employment as EVP and CFO on December 1, 2023. This amount was set forth in Ms. Youngwood’s employment offer letter. 2.The amounts reported in this column reflect the grant date fair value of the stock awards, including PSUs and RSUs, computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2025 included in our Form 10-K. Since the 2025 three-year PSU award payouts are contingent on TSR-related performance-based vesting conditions, the grant date fair values were determined based on a Monte Carlo simulation model. The table below summarizes the target grant date face value of the three-year PSU grants that the Management Compensation Committee and/or the Board approved for the NEOs, compared to the FASB ASC Topic 718 fair value. The Monte Carlo simulation model takes into account expected price movement of Nasdaq stock as compared to peer companies. As a result of the Company’s pre-grant 2025 TSR performance relative to peer companies, the Monte Carlo simulation model assigned a higher value to each 2025 three-year PSU than the closing price of Nasdaq’s stock on the grant date. There is no assurance that the target grant date face values or FASB ASC Topic 718 fair values will ever be realized. The amounts reported in this column for Mr. Cohen in 2025 reflect the one-time equity award of $7,000,000, comprised of RSUs and PSUs, that he received in connection with his employment agreement. Further information regarding such equity award is set forth on page 80 and page 97.

  147. 2025 Summary Compensation Table

    | Name | Year | Target PSUs (#) | Target Grant Date Face Value ($) | FASB ASC Topic 718 Fair Value ($) | | Adena T. Friedman | 2025 | 157,811 | $12,000,000 | $14,586,471 | | Sarah Youngwood | 2025 | 63,124 | $4,800,000 | $5,834,551 | | Tal Cohen | 2025 | 109,152 | $8,300,000 | $10,088,919 | | P.C. Nelson Griggs | 2025 | 47,343 | $3,600,000 | $4,375,913 | | Bradley J. Peterson | 2025 | 33,666 | $2,560,000 | $3,111,748 |

  148. 2025 Summary Compensation Table

    3.The amounts reported in this column reflect the cash awards made to the NEOs under the ECIP or other performance-based incentive compensation programs. 4.The following table sets forth the 2025 amounts reported in the “All Other Compensation” column by type. For “Legal Expenses,” amounts refer to: (i) with respect to Ms. Friedman, fees paid by the Company on her behalf for a Hart-Scott-Rodino filing and (ii) for Mr. Cohen, the reimbursement of certain legal expenses in connection with his employment agreement executed in March 2025. 92

  149. 2025 Summary Compensation Table

    | Name | Contribution to 401(k) Plan or or Other Retirement Savings Plan ($) | Cost of Financial/ Tax Planning Services ($) | Legal Expenses ($) | Other Items ($) | Total All Other Compensation ($) | | Adena T. Friedman | $21,000 | $19,965 | $30,000 | $6,139 | $77,104 | | Sarah Youngwood | $21,000 | — | — | — | $21,000 | | Tal Cohen | $21,000 | — | $12,515 | — | $33,515 | | P.C. Nelson Griggs | $21,000 | — | — | — | $21,000 | | Bradley J. Peterson | $21,000 | $14,695 | — | — | $35,695 |

  150. 2025 Summary Compensation Table

    93 2026 NASDAQ PROXY STATEMENT

  151. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  152. 2025 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)3 | | Name | Committee and/or Board Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Adena T. Friedman | 02/20/2025 | — | — | $4,200,000 | $8,400,000 | — | — | — | — | — | | | 02/20/2025 | 04/01/2025 | — | — | — | — | 157,811 | 315,622 | — | $14,586,471 | | | 02/20/2025 | 04/01/2025 | — | — | — | — | — | — | 39,452 | $2,904,851 | | Sarah Youngwood | 02/19/2025 | — | — | $1,500,000 | $3,000,000 | — | — | — | — | — | | | 02/19/2025 | 04/01/2025 | — | — | — | — | 63,124 | 126,248 | — | $5,834,551 | | | 02/19/2025 | 04/01/2025 | — | — | — | — | — | — | 15,781 | $1,161,955 | | Tal Cohen | 02/19/2025 | — | — | $1,500,000 | $3,000,000 | — | — | — | — | — | | | 02/19/2025 | 04/01/2025 | — | — | — | — | 46,028 | 92,056 | — | $4,254,368 | | | 02/19/2025 | 04/01/2025 | — | — | — | | 63,124 | 126,248 | — | $5,834,551 | | | 02/19/2025 | 04/01/2025 | — | — | — | — | — | — | 46,028 | $3,422,642 | | | 02/19/2025 | 04/01/2025 | — | — | — | — | — | — | 15,781 | $1,161,955 | | P.C. Nelson Griggs | 02/19/2025 | — | — | $1,500,000 | $3,000,000 | — | — | — | — | — | | | 02/19/2025 | 04/01/2025 | — | — | — | — | 47,343 | 94,686 | — | $4,375,913 | | | 02/19/2025 | 04/01/2025 | — | — | — | — | — | — | 11,835 | $871,411 | | Bradley J. Peterson | 02/19/2025 | — | — | $1,137,500 | $2,275,000 | — | — | — | — | — | | | 02/19/2025 | 04/01/2025 | — | — | — | — | 33,666 | 67,332 | — | $3,111,748 | | | 02/19/2025 | 04/01/2025 | — | — | — | — | — | — | 8,416 | $619,670 |

  153. 2025 Grants of Plan-Based Awards Table

    1.The amounts reported in these columns represent the possible range of payments under the ECIP or other performance-based incentive compensation programs. Amounts are considered earned in fiscal year 2025 although they were not paid until 2026. For information about the amounts actually earned by each NEO under the ECIP, see “Executive Compensation – Executive Compensation Tables – 2025 Summary Compensation Table.” 2.The amounts reported in these columns represent the possible range of PSUs that each NEO may earn under the Equity Plan, depending on the achievement of performance goals established by the Management Compensation Committee and/or Board. For further information, see “Executive Compensation – Compensation Discussion and Analysis – 2025 Compensation Decisions – Long-Term Incentive Compensation.” 3.The amounts reported in this column represent the grant date fair value of the total equity awards reported in the previous columns calculated pursuant to FASB ASC Topic 718 based upon the assumptions discussed in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in our Form 10-K. For further information about the calculation of these amounts, see “Executive Compensation - Executive Compensation Tables – 2025 Summary Compensation Table.” 94

  154. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table

  155. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)9 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)9 | | Adena T. Friedman | 806,451 | — | — | $22.23 | 01/03/2027 | — | | — | — | | — | | | — | 613,872 | — | $67.48 | 01/03/2032 | 13,191 | 1 | $1,281,242 | — | | — | | | — | — | — | — | — | 31,863 | 2 | $3,094,853 | — | | — | | | — | — | — | — | — | 41,740 | 3 | $4,054,206 | — | | — | | | — | — | — | — | — | 41,740 | 7 | $4,054,206 | 292,180 | 6 | $28,379,443 | | | — | — | — | — | — | 39,452 | 4 | $3,831,973 | 315,622 | 8 | $30,656,365 | | Sarah Youngwood | — | — | — | — | — | 29,847 | 5 | $2,899,039 | 179,082 | 6 | $17,394,235 | | | — | — | — | — | — | 15,781 | 4 | $1,532,809 | 126,248 | 8 | $12,262,468 | | Tal Cohen | — | — | — | — | — | 2,196 | 1 | $213,297 | — | | — | | | — | — | — | — | — | 6,128 | 2 | $595,213 | — | | — | | | — | — | — | — | — | 12,843 | 3 | $1,247,441 | — | | — | | | — | — | — | — | — | 12,842 | 7 | $1,247,343 | 89,902 | 6 | $8,732,181 | | | — | — | — | — | — | 15,781 | 4 | $1,532,809 | 126,248 | 8 | $12,262,468 | | | — | — | — | — | — | 46,028 | 3 | $4,470,700 | 92,056 | 8 | $8,941,399 | | P.C. Nelson Griggs | — | — | — | — | — | 2,196 | 1 | $213,297 | — | | — | | | — | — | — | — | — | 6,128 | 2 | $595,213 | — | | — | | | — | — | — | — | — | 12,843 | 3 | $1,247,441 | — | | — | | | — | — | — | — | — | 12,842 | 7 | $1,247,343 | 89,902 | 6 | $8,732,181 | | | — | — | — | — | — | 11,835 | 4 | $1,149,534 | 94,686 | 8 | $9,196,851 | | Bradley J. Peterson | — | — | — | — | — | 2,196 | 1 | $213,297 | — | | — | | | — | — | — | — | — | 6,128 | 2 | $595,213 | — | | — | | | — | — | — | — | — | 9,632 | 3 | $935,556 | — | | — | | | — | — | — | — | — | 9,632 | 7 | $935,556 | 67,426 | 6 | $6,549,087 | | | — | — | — | — | — | 8,416 | 4 | $817,446 | 67,332 | 8 | $6,539,957 |

  156. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    1.These RSUs vested on April 1, 2026. 2.This RSU award vested as to 33% on April 3, 2025, 33% vested on April 3, 2026, and the remaining shares will vest on April 3, 2027. The share amounts shown in the table represent the shares remaining to vest as of December 31, 2025. 3.This RSU award vested as to 33% on April 1, 2026, 33% will vest on April 1, 2027, and the remaining shares will vest on April 1, 2028. The share amounts shown in the table represent the shares remaining to vest as of December 31, 2025. 4.These RSUs will vest as to 33% on April 1, 2027, 33% on April 1, 2028, and the remaining shares on April 1, 2029. 5.The remaining shares from this RSU award will vest on December 6, 2026. 6.This PSU award is subject to a three-year performance period ending on December 31, 2026. Per the SEC rules, the amount reported is the maximum award amount, although the actual number of shares awarded could range from 0% to 200% of the target award amount, depending on the level of achievement of certain specified performance goals established by the Management Compensation Committee and/or Board. 7.This PSU award was subject to a two-year performance period which ended on December 31, 2025. Based on the achievement of the performance goals, the grantees each received 200% of the target award amount, as reflected in the table and as further discussed above under “Executive Compensation – Compensation Discussion and Analysis – 2025 Compensation Decisions – Long-Term Incentive Compensation.” The award continues to remain subject to a service condition and will vest on January 4, 2027. 8.This PSU award is subject to a three-year performance period ending on December 31, 2027. Per SEC rules, the amount reported is the maximum award amount, although the actual number of shares awarded could range from 0% to 200% of the target award amount, depending on the level of achievement of certain specified performance goals established by the Management Compensation Committee and/or Board. 9.Amounts in this column are based on a closing price of $97.13 on December 31, 2025. 95 2026 NASDAQ PROXY STATEMENT

  157. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table

  158. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | Adena T. Friedman2 | — | — | 270,837 | $21,626,321 | | Sarah Youngwood3 | — | — | 29,847 | $2,692,796 | | Tal Cohen4 | — | — | 70,422 | $5,641,834 | | P.C. Nelson Griggs5 | — | — | 73,809 | $6,203,791 | | Bradley J. Peterson6 | — | — | 74,208 | $6,234,059 |

  159. 2025 Option Exercises and Stock Vested Table

    1.The amounts reported in this column are calculated by multiplying the number of shares of stock that vested by the closing market price of our common stock on the vesting date. 2.The amount reported includes 137,301 shares that were withheld to pay taxes in connection with the vesting(s). 3.The amount reported includes 16,506 shares that were withheld to pay taxes in connection with the vesting(s). 4.The amount reported includes 34,199 shares that were withheld to pay taxes in connection with the vesting(s). 5.The amount reported includes 35,928 shares that were withheld to pay taxes in connection with the vesting(s). 6.The amount reported includes 34,634 shares that were withheld to pay taxes in connection with the vesting(s).

  160. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The Nasdaq, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) is a nonqualified plan that permits select key management and highly compensated employees, including our NEOs, to defer up to 80% of their base compensation and up to 80% of their bonus, commission, or other compensation earned during a plan year. Amounts deferred under the Deferred Compensation Plan are credited with investment earnings based on the participant’s investment elections made from investment options that mirror the investment options available under out 401(k) plan. The following table shows the executive contributions, earnings, withdrawals, and account balances for the NEOs for the Deferred Compensation Plan. The Company does not make contributions on behalf of participants to the Deferred Compensation Plan.

  161. Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)1 | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)2 | Average Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)3 | | Adena T. Friedman | $569,139 | — | $317,316 | — | $2,541,620 | | Sarah Youngwood | $1,752,841 | — | — | — | $1,752,841 | | Tal Cohen | — | — | $154,786 | — | $1,104,191 | | P.C. Nelson Griggs | — | — | — | — | — | | Bradley J. Peterson | $235,146 | — | $182,312 | — | $1,447,482 |

  162. Non-Qualified Deferred Compensation Table

    1. Amounts shown in this column included deferred portions of the NEO's salary and bonus as reported in the Salary and/or Non-Equity Incentive Plan Compensation columns of our Summary Compensation Table for 2025. 2. Amounts shown in this column are not included in the Summary Compensation Table because earnings were not preferential or above market. Reflects earnings or gains made during 2025 from investment options under the plan. 3, Amounts shown in this column include deferred portions of the NEO's salary and bonus as reported in the Salary and/or Non-Equity Incentive Plan Compensation columns of our Summary Compensation Tables for previous years. 96

  163. Employment Agreements and Potential Payments Upon

    Employment Agreements and Potential Payments Upon

  164. Termination or Change in Control

    Termination or Change in Control We currently have employment agreements or arrangements with four of our NEOs: Ms. Friedman, Ms. Youngwood, Mr. Cohen, and Mr. Peterson. We also have entered into a continuing obligations agreement with each NEO related to confidentiality and intellectual property protection. The employment agreements prohibit them from rendering services to a competing entity following their last date of employment for a period of two years for Ms. Friedman and Mr. Peterson, and 12 months for Mr. Cohen. To receive certain termination payments and benefits, each of Ms. Friedman and Messrs. Cohen and Peterson must execute a general release of claims against Nasdaq. In addition, termination payments and benefits may be discontinued if such individual breaches the restrictive covenants in either the employment agreement or the continuing obligations agreement. Each employment agreement sets forth the payments and benefits the applicable NEO will receive under various termination scenarios, as described below. Adena T. Friedman

  165. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (as defined in Item 402(v)) and performance. Displayed amounts in this Pay Versus Performance section may not sum due to rounding additive figures to the nearest dollar.

  166. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for Principal Executive Officer (PEO) (b)1,2 | Compensation Actually Paid to PEO1,3 (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (NEOs)1,4 (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers1,5 (e) | Nasdaq Total Shareholder Return (f) | Peer Group Total Shareholder Return6 (g) | Net Income (millions)7 (h) | Non-GAAP Operating Income (millions)8 (i) | | 2025 | $25,014,550 | $59,054,224 | $10,447,365 | $19,748,438 | $235 | $197 | $1,788 | $2,754 | | 2024 | $21,518,170 | $51,071,259 | $5,899,388 | $9,535,250 | $185 | $179 | $1,117 | $2,465 | | 2023 | $18,498,752 | $9,815,212 | $6,457,253 | $5,281,897 | $137 | $139 | $1,059 | $1,938 | | 2022 | $28,045,305 | $25,888,844 | $6,391,803 | $6,467,133 | $142 | $121 | $1,125 | $1,820 | | 2021 | $19,965,893 | $69,015,180 | $3,411,044 | $11,672,259 | $160 | $136 | $1,187 | $1,849 |

  167. Pay Versus Performance

    1.The Principal Executive Officer (PEO) and non-PEO NEOs from 2021-2025 were as detailed in the table below.

  168. Pay Versus Performance

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | PEO | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | | Non-PEO NEOs | Ann M. Dennison | Ann M. Dennison | Sarah Youngwood | Sarah Youngwood | Sarah Youngwood | | | Michael Ptasznik | Tal Cohen | Ann M. Dennison | Tal Cohen | Tal Cohen | | | Lauren B. Dillard | P.C. Nelson Griggs | Tal Cohen | P.C. Nelson Griggs | P.C. Nelson Griggs | | | P.C. Nelson Griggs | Bradley J. Peterson | P.C. Nelson Griggs | Bradley J. Peterson | Bradley J. Peterson | | | Bradley J. Peterson | | Brendan Brothers | Brendan Brothers | |

  169. Pay Versus Performance

    2.The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Friedman for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2025 Summary Compensation Table.” 3.The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Friedman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Friedman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Friedman’s total compensation for each year to determine the compensation actually paid:

  170. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Total PEO Equity Award Adjustmentsa | Compensation Actually Paid to PEO | | 2025 | $25,014,550 | ($17,491,321) | $51,530,995 | $59,054,224 |

  171. Pay Versus Performance

    a.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  172. Pay Versus Performance

    | | | Total PEO Equity Award Adjustments | | | | | Year | Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Fair Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Value of Awards Granted in Prior Years Vesting During the Covered Year | Total PEO Equity Award Adjustments | | 2025 | ($17,491,321) | $26,656,338 | $17,993,362 | $6,881,295 | $51,530,995 |

  173. Pay Versus Performance

    4.The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. 104 5.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 3:

  174. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Non-PEO NEO Equity Award Adjustmentsa | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $10,447,365 | ($7,662,191) | $16,963,265 | $19,748,438 |

  175. Pay Versus Performance

    a.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  176. Pay Versus Performance

    | | | Average Non-PEO NEO Equity Award Adjustments | | | | | Year | Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Fair Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Value of Awards Granted in Prior Years Vesting During the Covered Year | Average Non-PEO NEO Equity Award Adjustments | | 2025 | ($7,662,191) | $12,119,557 | $3,616,595 | $1,227,112 | $16,963,265 |

  177. Pay Versus Performance

    6.Represents the cumulative TSR measured from December 31, 2020 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the “Peer Group” in its Form 10-K for the purposes of Item 201(e) of Regulation S-K. 7.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 8.The Company believes Non-GAAP Operating Income is the financial performance measure most closely linked to the calculation of compensation actually paid. Non- GAAP Operating Income is defined as set forth in footnote 1 of the “Corporate Objectives Performance vs. Goals” table on page 72 of this Proxy Statement. The Company makes certain adjustments to the Non-GAAP Operating Income amount used to calculate the Corporate Objectives Performance and accordingly, the Non- GAAP Operating Income amount shown above differs from the Non-GAAP Operating Income described in Annex A of this Proxy Statement. See also Annex A of this Proxy Statement for more information on adjustments to non-GAAP measures. 105 2026 NASDAQ PROXY STATEMENT Analysis of the Information Presented in the Pay versus Performance Table The tables and graphs above demonstrate that over the measurement period, compensation actually paid for the PEO and non-PEO NEOs trended directionally with the Company’s cumulative TSR and net income from 2021 to 2025. While compensation actually paid also correlated with the Company Selected Measure (Non-GAAP Operating Income) from 2021 to 2022, from 2023 to 2024, and from 2024 to 2025, compensation actually paid decreased from 2022 to 2023 even as the Company Selected Measure increased. The changes in compensation actually paid are 106 largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. We have included 2020 in the first table above solely for the purpose of indexing TSR.

  178. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer, Adena T. Friedman, who serves as our Chair and CEO, and the ratio of these two amounts. The SEC's CEO pay ratio rules permit us to use the same median employee for comparison purposes for up to three years, unless there has been a change in our employee population or compensation arrangements that we reasonably believe would result in a significant change in disclosure. Since 2024, we have used the same median employee. As described in our 2025 Proxy Statement, our methodology to identify the median of the annual total compensation of all employees in 2024 included the following assumptions, adjustments, and estimates. •We identified the median employee by reviewing the 2024 actual total compensation (which consists of the employee’s base salary, actual bonus paid in 2024, and grant date value of actual equity awards granted in 2024) of all full-time, part-time, and hourly employees employed by us as of October 31, 2024. •Consistent with the applicable rules, in 2024 we excluded certain employees from our total employee population in determining our median employee. –As permitted under the non-U.S. de minimis exemption, we excluded 439 employees located in jurisdictions outside of the United States, as follows: (i) 409 employees in the Philippines, and (ii) 30 employees in Colombia. –Following the application of these exclusions, the total number of employees used in our median employee analysis was 8,809 (4,212 employees from the Americas, 2,491 employees from Europe, the Middle East, and Africa, and 2,106 employees from the Asia Pacific region). •All base cash compensation for employees outside the U.S. was converted to U.S. dollars based on a conversion rate published in our internal human resources system that is updated annually. •We did not make any cost-of-living adjustments or full-time equivalent adjustments in identifying the median employee. Using this methodology, we determined that the median employee was an exempt, full-time professional employee located in the U.S. Based on those factors, we determined the 2025 CEO Pay Ratio as follows: •The 2025 annual total compensation of Ms. Friedman was $25,014,550. •Based on the same methodology used in calculating the total reflected in the 2025 Summary Compensation Table, the 2025 annual total compensation of the median employee was $101,885. •The ratio of the 2025 annual total compensation of Ms. Friedman to the 2025 annual total compensation of the median employee was 246 to 1. Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to identify the median employee and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations and compensation practices and utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Audit & Risk 109 2026 NASDAQ PROXY STATEMENT