Nasdaq (Nasdaq: NDAQ) touts 2025 growth, AI push and key 2026 proxy votes

Rhea-AI Filing Summary

Key Figures

Key Terms

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

DEF 14A

Nasdaq, Inc. is asking shareholders to elect 12 directors, approve 2025 executive pay on an advisory basis, and ratify Ernst & Young LLP as independent auditor for 2026 at its virtual annual meeting on June 10, 2026.

The company highlights 2025 as a year of strong organic growth, with net revenue of $5.2 billion, surpassing $5 billion for the first time, and Solutions revenue exceeding $4 billion. Exchange-traded product AUM reached $882 billion at December 31, 2025, with $99 billion in net inflows over the prior 12 months, and listings delivered a record $1.2 trillion in market value from listing transfers.

Nasaq increased its quarterly dividend by 13% to $0.27 per share, repaid $826 million of debt, and returned more than $1.2 billion to shareholders through dividends and buybacks. The proxy emphasizes AI-enabled product innovation, integration of the Adenza acquisition, new initiatives such as SEC‑approved tokenized equity trading and proposed 23/5 trading, and a 92% independent, highly refreshed Board with a Lead Independent Director and strong governance practices, including proxy access and majority voting.

Net revenue 2025: $5.2 billion Solutions revenue 2025: >$4 billion ETP AUM: $882 billion +5 more

8 metrics

Net revenue 2025 $5.2 billion Annual net revenue in 2025, first time above $5 billion

Solutions revenue 2025 >$4 billion Annual Solutions revenue in 2025

ETP AUM $882 billion Period-end ETP AUM at December 31, 2025

ETP net inflows $99 billion Net inflows over twelve months ended December 31, 2025

Listing transfers market value $1.2 trillion Market value of listing transfers in 2025 Listings business

Dividend per share $0.27 Quarterly dividend after 13% increase in 2025

Debt repaid 2025 $826 million Aggregate repayment of outstanding indebtedness in 2025

Capital returned 2025 >$1.2 billion Returned to shareholders via dividends and buybacks in 2025

Reinforce.

Engage and excite current
and future employees who
possess the leading skills
and competencies needed
for us to achieve our
strategy and objectives.

Energize and align
employees with the most
important priorities, and
encourage and reward high
levels of performance,
innovation, and growth,
while not promoting undue
risk.

Retain our most talented
employees in a highly
dynamic, competitive talent
market.

Reinforce our cultural
values of: Play as a Team,
Fuel Client Success, Expand
Your Mastery, Drive
Innovation, Lead with
Integrity, and Act As an
Owner.

Total Shareholder Return, Lead Independent Director, proxy access, Enterprise Risk Management, +2 more

6 terms

Total Shareholder Return financial

"Total Shareholder Return2 n GAAP n NON-GAAP n NDAQ n S&P 500"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

Lead Independent Director financial

"Michael R. Splinter, Lead Independent Director"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

proxy access regulatory

"Proxy access allowing holders of 3% of our stock for three years to include up to two nominees"

Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.

Enterprise Risk Management financial

"reviews and discusses with management the Company’s Enterprise Risk Framework, including risk governance structure"

Enterprise Risk Management is a process companies use to identify, assess, and prepare for potential problems that could disrupt their success, like financial losses or reputation damage. It’s like a safety plan that helps a business stay strong and adapt quickly when unexpected challenges come up. This helps the company protect its future and keep running smoothly.

tokenized securities financial

"proposals to the SEC to both facilitate the trading of tokenized securities (approved in March 2026)"

A digital representation of a traditional financial asset—such as a share, bond or fund—recorded on a blockchain or similar electronic ledger so ownership and transfers are tracked automatically. It matters to investors because tokenized securities can make buying, selling and dividing assets faster, cheaper and available around the clock, potentially increasing liquidity and allowing investors to buy smaller slices of expensive assets, while also introducing platform, custody and regulatory considerations.

Annualized Recurring Revenue financial

"ARR | Annualized Recurring Revenue"

Annualized recurring revenue is the predictable income a business expects to earn over a year from ongoing customer subscriptions or contracts. It’s similar to estimating how much money you would make in a year if your current monthly income stayed the same. Investors use this figure to assess the stability and growth potential of a company's revenue stream.

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

04/24/2026 - 04:36 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Nasdaq, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026

Proxy

Statement

APRIL 24, 2026

2026 NASDAQ PROXY STATEMENT

Our Story

Since the beginning, Nasdaq has had

disruption in its DNA. From pioneering

the world’s first electronic exchange

and building innovative indexes,

Nasdaq has evolved into a leading

technology platform that powers the

world’s economies.

Nasdaq serves as the trusted fabric of

the world's financial system. We

empower economic opportunity by

designing and deploying advanced

technology, data, and intelligence

solutions that enable our clients to

capture opportunities, navigate risk,

and strengthen resilience.

Dear Fellow Shareholders,

As our 2026 Annual Shareholder Meeting approaches, it is an honor to write to you

as your Board of Directors. We thank you for your investment in Nasdaq and for the

The Company’s

exceptional

performance in 2025

demonstrates another

year of operational

excellence and

disciplined capital

allocation.

trust that it conveys. As the business achievements and governance principles

described throughout this Proxy Statement indicate, we are relentlessly focused on

the pursuit of Nasdaq’s sustained long-term success. Generating value for you

remains at the core of everything we do.

The Company’s exceptional performance in 2025 demonstrates another year of

operational excellence and disciplined capital allocation. Nasdaq’s acquisition of

Adenza became EPS accretive in the third quarter of 2025, less than 18 months

after the closing of the acquisition and six months ahead of the initial target

timeline. Nasdaq also delivered strong results across all divisions, expanded our

operating leverage, generated robust cash flow, and achieved several major

milestones that underscore the resilience of the business and the ability to deliver

growth in a rapidly shifting and complicated environment.

Some of these highlights include:

•Surpassed $5 billion in annual net revenue (with $5.2 billion) and $4

billion in annual Solutions revenue for the first time in our history.

•Maintained our position as the #1 U.S. listing exchange by proceeds

raised for the seventh straight year and welcomed $1.2 trillion of market

value in listing transfers.

•Set new Index franchise records, with year-end AUM of $882 billion and

net inflows of $99 billion over the twelve months ended December 31,

2025.

•Achieved record U.S. equities and U.S. options revenues in Market

Services. In the December Triple-Witch event, the closing cross executed

record daily notional value of $233 billion.

•Achieved 14% annual growth in both Financial Technology revenue and

ARR while serving over 3,800 clients including 100% of Global

Systemically Important Banks.

•Increased our quarterly cash dividend by 13% to $0.27 per share.

•Repaid an aggregate of $826 million of outstanding debt, meeting

Nasdaq's deleveraging goal ahead of schedule.

•Returned more than $1.2 billion to shareholders through dividends and

share repurchases.

•Proposed the trading of tokenized equity securities on Nasdaq's U.S.

markets, which was approved by the SEC in March 2026.

•Proposed 23/5 trading of U.S. equities with plans for implementation in

the second half of 2026, which received regulatory approval in April

2026.

These accomplishments not only reflect the power, breadth, and durability of the

Company, but the momentum behind it.

Nasdaq continues to enhance our client solutions by incorporating AI in a secure

and responsible manner. Our AI-first product strategy is built on a strong

foundation of differentiators, including decades of experience innovating in a

2026 NASDAQ PROXY STATEMENT

highly regulated industry, a cloud-native platform underpinning mission-critical

workflows, and gold-standard data embedded in the financial ecosystem. With

unwavering focus on security and compliance, Nasdaq scaled AI across both our

products and the enterprise in 2025. This included deploying AI solutions

throughout our platform, and as of December 31, 2025, enabling more than 350

Verafin clients to adopt agentic AI workers, and integrating over 150 AI enterprise

agents within the Company.

Driving long-term organizational performance in an increasingly complex

environment requires the right mix of skills and experience in the boardroom.

Through purposeful refreshment, we have built a highly engaged, thoughtful, and

proactive Board. Our 12 director nominees bring a wide variety of backgrounds,

global perspectives, and the deep industry expertise we need to best anticipate

risks and oversee the strategic direction of the Company. As the operating

landscape continues to evolve, we regularly assess our Board’s composition,

leadership structure, and governance practices to ensure they are closely aligned

with the effective oversight of Nasdaq’s strategic priorities.

When it comes to executing those priorities, we have the utmost trust in Nasdaq’s

leadership team. Ensuring we attract and retain the best people will always be

critical to the Company’s success, and we remain actively focused on the high-

priority work of talent management oversight. We believe we have the right

leadership team in place and are proud of the innovative, resilient, client-centric,

and returns-driven culture they have created.

As we look ahead, we continue to see tremendous prospects for growth. We are

incredibly confident in Nasdaq’s ability to lead with clarity, unlock new possibilities,

and redefine the future of the global financial system.

Thank you again for your investment and belief in

Nasdaq and for the opportunity to serve as your Board.

Holden Spaht

Johan Torgeby

Toni Townes-Whitley

Jeffery W. Yabuki

Alfred W. Zollar

Melissa M. Arnoldi

Charlene T. Begley

Essa Kazim

Thomas A. Kloet

Kathryn A. Koch

Adena T. Friedman,

Chair and CEO

Michael R. Splinter,

Lead Independent Director

Dear Shareholders,

The global economy, and the financial system that underpins it, is entering a period

of accelerated change. Artificial intelligence is driving a new wave of technological

advancement that will reshape industries. Capital markets are contending with

geopolitical fragmentation and rising volatility, alongside an ongoing shift toward

always‑on markets. Smarter financial regulation is beginning to take shape in the

U.S., while globally the regulatory environment remains more complex.

These forces create a meaningful opportunity for Nasdaq to expand its impact as

the trusted transformation partner to our clients. Technology, most notably AI, is a

powerful accelerant that unlocks productivity, insight, and efficiency at scale, while

also increasing the sophistication and reach of our solutions. Navigating this

environment requires infrastructure that is not only innovative, but resilient,

trusted, and designed to evolve.

Nasdaq is built for this moment. As financial systems become more real‑time and

more interconnected, our growing role in the global economy reinforces our

position as the trusted fabric of the financial system.

Delivering for Shareholders

Nasdaq is built for this

moment. As financial

systems become more

real‑time and more

interconnected, our

growing role in the global

economy reinforces our

position as the trusted

fabric of the financial

system.

Adena T. Friedman

Chair and CEO

Nasdaq, Inc.

2025 was marked by strong organic growth, accelerated innovation, and

disciplined execution in a complex operating environment. We surpassed $5 billion

in annual net revenue for the first time - delivering $5.2 billion in total - exceeded

$4 billion in Solutions revenue, achieved record performance across our Index and

Market Services franchises, and delivered another exceptional year in Listings,

including a record $1.2 trillion of market value in listing transfers. We also earned

credit rating upgrades from both Moody’s and S&P.

In 2025, we took important steps to ensure Nasdaq is not only prepared for this

period of transformation, but positioned to lead. We continued to invest in how

markets function, advancing plans to extend trading hours and taking concrete

steps to integrate tokenization into the regulated public markets framework. As

part of this work, we are advancing our proposal to trade tokenized securities and

developing an equity token design that protects issuers’ ownership rights while

upholding market integrity.

Through our One Nasdaq strategy, we deepened client relationships, accelerated

cross-sells across the company, and extended our footprint to serve critical

players across the financial industry, including every systemically important global

bank. We embedded AI more deeply across our business, including with the

introduction of our Agentic AI Workforce to help institutions address the growing

scale and sophistication of financial crime.

2026 NASDAQ PROXY STATEMENT

A Leading Global Technology Platform

Today, Nasdaq is a leading global technology platform that powers the world’s

economies. We serve as the trusted fabric of the world’s financial system and

deploy the technology, data, and advanced analytics that enable market

participants to capture opportunities, navigate risk, and strengthen resilience.

At the foundation of our platform are integrated client solutions embedded

directly into critical workflows across trading, risk management, compliance,

surveillance, listings, and data consumption. Built on this foundation is our

embedded global client community, spanning approximately 10,000 corporates,

5,000 institutional investors, 3,800 financial institutions, and 135 markets and

regulators. Through our client community, we generate powerful network effects

and insights drawn not only from data, but also from collective intelligence. At the

core of our solutions is our gold-standard data, generated by activity across the

full life cycle of the global financial system. This data is distinguished by its

proprietary nature, and our ability to activate it on behalf of our clients.

Underpinning it all is our engineering excellence and One Nasdaq operating

model, a capability that enables us to scale innovation and deliver for our clients.

Our platform provides a clear, disciplined, and exciting growth strategy, particularly

in the age of AI. We are expanding our existing solutions across new clients and

geographies, while deepening penetration in the markets where we operate. We

are evolving our business through new technologies, partnerships, and delivery

models that bring forward revenue from our total addressable market. And we are

transforming the industry—developing new solutions that extend our capabilities,

grow our addressable markets, and reinforce our role at the center of the global

financial system. Taken together, this approach positions us to deliver consistent

organic growth and generate significant free cash flow while continuing to invest in

innovation.

As markets evolve and complexity increases, we are well-positioned to create

long-term value for shareholders and to play an even more important role in

supporting the integrity and vitality of the global financial system.

On behalf of the entire Nasdaq team, thank you for your continued support of our

business and our vision.

Sincerely,

Adena T. Friedman

Chair and CEO

Nasdaq, Inc.

Acronyms and Certain Defined Terms


AI		Artificial Intelligence
ARR		Annualized Recurring Revenue
AUM		Assets Under Management
CEO		Chief Executive Officer
CFO		Chief Financial Officer
CIO		Chief Information Officer
COBRA		Consolidated Omnibus Budget Reconciliation Act
CTO		Chief Technology Officer
ECIP		Executive Corporate Incentive Plan
EPS		Earnings Per Share
Equity Plan		Nasdaq’s Equity Incentive Plan
ERM		Enterprise Risk Management
ESPP		Employee Stock Purchase Plan
ETP		Exchange Traded Product
EVP		Executive Vice President
Exchange Act		Securities Exchange Act of 1934, as amended
FASB ASC Topic 718		Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation”
FAQ		Frequently Asked Questions
Form 10-K		Nasdaq’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2025, as filed with the SEC on February 12, 2026
GAAP		U.S. Generally Accepted Accounting Principles
GICS		Global Industry Classification Standard
IPO		Initial Public Offering
M&A		Mergers and Acquisitions
NEO		Named Executive Officer
P&L		Profit & Loss
PCAOB		Public Company Accounting Oversight Board
PSU		Performance Share Unit
RSU		Restricted Stock Unit
S&P		Standard & Poor’s
SEC		U.S. Securities and Exchange Commission
SVP		Senior Vice President
TSR		Total Shareholder Return
VP		Vice President

2026 NASDAQ PROXY STATEMENT

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


Audit & Risk	108

Audit & Risk Committee Report	109
Annual Evaluation and 2026 Selection of Independent Auditor	109
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	111

Other Items	112

Other Business	113
Security Ownership of Certain Beneficial Owners and Management	113
Delinquent Section 16(a) Reports	115
Certain Relationships and Related Transactions	116
Annual Meeting FAQs	118

Annex A	123

Non-GAAP Financial Measures	124

2026 NASDAQ PROXY STATEMENT

About Nasdaq

The Trusted Fabric of the Financial System

We architect the world’s most modern markets by delivering scalable

and agile infrastructure that enables deeper liquidity and more

seamless flows of capital across markets globally. We power the

innovation economy by integrating infrastructure, data, and innovative

investment products that enable innovators to scale and investors to

allocate with confidence. We build trust in the financial system by

delivering intelligent solutions that help institutions detect risk early,

respond with precision, and protect the integrity of their operations.

Our Solutions

Market Services

Advancing the modernization of

markets to create trusted financial

networks enabling markets to reach

their full potential.

Our Foundational Pillars

Architecting the World's Most Modern Markets

Capital Access Platforms

Enhance liquidity by modernizing markets with innovative

technology.

Enabling economic growth through

access to capital and transparency, and

helping clients navigate capital markets

and drive governance excellence.

Building Trust in the Financial System

Provide mission critical solutions that allow our clients to

address key focus areas across financial crime, regulatory

compliance and reporting, and risk management.

Financial Technology

Providing world-class technology to

solve the biggest challenges across

risk management, regulatory

compliance, and capital markets

workflows and infrastructure.

Powering the Innovation Economy

Develop the world’s best listing ecosystem to provide

liquidity to innovators and issuers, and build an Index

business that allows investors to access the world’s

most valuable companies and innovative investment

strategies.

Our People

Our Purpose

To Empower Economic Opportunity

We continued to strengthen our commitment to, and

investment in, attracting, retaining, developing, and motivating

our employees during 2025. With a 94% participation rate, our

most recent engagement survey results reached a record high

rating of 81% favorable, with 14% neutral, placing us in the top

10% of tech companies. Additional information regarding our

human capital management matters can be found in our annual

Sustainability Report and our Form 10-K.

Our Vision

Innovation

Nasdaq seeks to hire and develop world-class and innovative

talent across the globe. We continue to invest in professional

development for our employees, with an emphasis on AI in

2025. We facilitated workshops, piloted AI-powered agent

solutions, and established our “AI Champions” community.

These efforts further embedded digital skills into our culture

and operations, with a significant portion of employees

participating in AI training and enablement programs, allowing

us to enhance our offerings.

We will be the trusted fabric of the world's financial

system.

Our Value Proposition

Integrity

We deliver world-leading platforms that advance the

liquidity, transparency, and integrity of the global

economy.

Our commitment to integrity remains at the center of all we do,

and based on our regular engagement surveys, our employees

are proud to work at Nasdaq. Additional information on

operating with integrity can be found under Governance —

Other Policies and Practices - Ethics and Compliance.

2026 NASDAQ PROXY STATEMENT

Delivering for Our Shareholders

2025 Business Results

10%

$882B

$5.2B

Period end ETP AUM

at December 31, 2025

ARR growth over the

fourth quarter of 2024

Net revenue1

$2.3B

>$24B

Operating

cash flow

Total proceeds raised from eligible

U.S. operating company IPOs

Value Creation

Diluted EPS3

Total Shareholder Return2

n GAAP n NON-GAAP

n NDAQ n S&P 500

Operating Margin

Operating Income

n GAAP n NON-GAAP

13%

>$1.2B

$826M

Increase to quarterly

dividend in 2025

Returned to shareholders in dividends

and share repurchases in 2025

Repayment of outstanding

indebtedness

1.Represents revenue less transaction-related expenses.

2.For purposes of the TSR shown on this page, TSR represents the change in value of the security or index including both price appreciation or depreciation

and reinvested cash dividends of the respective security or index over the period indicated. All periods shown here are calculated using an end date of

December 31, 2025.

3.The increase in our GAAP and non-GAAP diluted EPS for 2025 as compared with 2024 was primarily due to the acquisition of AxiomSL and Calypso.

Meeting Notice

Virtual Meeting Logistics


Date	Time	Where
Wednesday, June 10, 2026	8:00 a.m., Eastern Time	virtualshareholdermeeting.com/NDAQ2026

Items of Business

1.To elect 12 directors for a one-year term

2.To approve the Company’s executive compensation on an advisory basis

3.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting

firm for the fiscal year ending December 31, 2026

4.To consider any other business that may properly come before the Annual Meeting, and any

adjournment or postponement of the meeting

Important Meeting Information

Record Date

Shareholders of record as of April 13, 2026 will be eligible to vote at and participate in the Annual

Meeting using the 16-digit control number included on your Notice of Internet Availability of Proxy

Materials, voter instruction form, or proxy card.

A Notice of Internet Availability of Proxy Materials will be mailed on or about April 24, 2026.

Asking Questions

Prior to the Annual Meeting, shareholder questions can be submitted at proxyvote.com.

During the meeting, questions may be submitted in the question box provided at

virtualshareholdermeeting.com/NDAQ2026.

Replays

A replay of the Annual Meeting will be posted as soon as practical at ir.nasdaq.com along with

answers to shareholder questions pertinent to meeting matters that are received before and during

the Annual Meeting that cannot be answered due to time constraints. The replay will be available for

one year following the Annual Meeting.

Voting

Your vote is important to us. Please promptly vote your shares as soon as possible by internet,

telephone, or returning your proxy card.

To express our appreciation for your participation, Nasdaq will make a $1 charitable donation to

Accion on behalf of every unique holder that votes.

By Order of the Board of Directors,

Erika Moore

SVP, Chief Governance and Corporate Compliance Officer and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2026

Nasdaq’s 2026 Proxy Statement and Form 10-K are available at: ir.nasdaq.com or proxyvote.com

2026 NASDAQ PROXY STATEMENT

Voting Summary

This summary of proposals and recommendations is intended to provide a general overview of voting matters and

may not contain all the information that is important to you. Please review this entire Proxy Statement, as well as our

Form 10-K, prior to voting.


Proposal		Recommendation


1.	Election of Directors	FOR
	Elect 12 directors to hold office until the 2027 Annual Meeting.
	The Nominating & Governance Committee has recommended, and the Board has nominated, 12 directors for election at the Annual Meeting to hold office until the 2027 Annual Meeting. We have built a highly engaged, independent Board with broad and diverse experience that is committed to representing the long-term interests of our shareholders.


2.	Advisory Vote to Approve Executive Compensation	FOR
	Approve, on an advisory (non-binding) basis, the 2025 compensation of the Company’s NEOs.
	Our Board and the Management Compensation Committee are committed to executive compensation programs that align with our strategic priorities, business objectives, and shareholder interests. Compensation decisions are based on Nasdaq’s financial and operational performance and reflect a continued emphasis on variable, at-risk compensation paid over the long-term.


3.	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
	The Audit & Risk Committee is directly responsible for the annual review, compensation, retention, and oversight of our independent external auditor. The Audit & Risk Committee, and our Board, believe that the continued retention of Ernst & Young LLP is in the best interests of Nasdaq and its shareholders.

How to Vote

Use any of the following methods and your 16-digit control number:



Online	By Phone	By Mail	Attend the Annual Meeting
Visit proxyvote.com Visit 24/7	Call +1 800 690 6903 in the U.S. or Canada to vote your shares	Cast your ballot, sign your proxy card, and return by postage-paid envelope	Vote during the meeting by following the instructions on the website

Vote to Make

a Difference.

Every vote counts. To express our appreciation

for your participation, Nasdaq will make a $1

charitable donation to Accion on behalf of every

unique shareholder that votes.

Accion is a global nonprofit dedicated to

improving the lives of underserved people by

building innovative and responsible financial

solutions, powering financial inclusion through

digital technology.

Shareholder

Engagement



Accountability to our shareholders is not just a mark of good corporate governance – it is a critical component of our success. Fostering long-term relationships and maintaining trust with our shareholders is a key priority for both management and the Board. Year-round Engagement We maintain active shareholder outreach and engagement throughout the year, offering a continuous cycle of feedback and response. Our Investor Relations and Corporate Secretary teams provide periodic updates throughout the year to our shareholders, driving awareness of our performance, significant corporate governance matters, sustainability initiatives, and changes in our Board and executive management. Our comprehensive engagement program also features year-round investor relations outreach efforts through investor conferences, non-deal roadshows, and meetings on a regular basis. We strive to engage with a broad set of investors ranging from large institutions to smaller and mid-sized firms, pension funds, endowments, and family offices, as well as individual investors. We aim to obtain their input on key matters and hear from them on the issues that matter most. Shareholder feedback provides our Board and management with valuable insights on our business strategy and performance, corporate responsibility, and executive compensation, among many other topics. This feedback informs various business decisions and helps us more effectively tailor the information we disclose to the public. Webcasts of management’s presentations at industry or investor conferences are generally made available to investors and are accessible for a period of time at ir.nasdaq.com. The key components of our investor outreach are described below. Investor Day At our biennial Investor Day, Nasdaq’s CEO, CFO, and other members of the senior leadership team provide an update on our vision, strategy, and outlook, including a detailed overview of each business division, and our financial and operational performance. Question and answer sessions also are held with members of our senior management team and the investment community throughout the day. Our Investor Day is an important opportunity to demonstrate the breadth of our leadership team, offer our current and prospective shareholders a deeper understanding of the Company and its opportunities, and build confidence across all stakeholder groups in our strategy and our plans to drive resilient and scalable growth. This event was most recently held in February 2026 at Nasdaq’s New York headquarters and was also broadcast via live webcast. Replays and materials were made available on our investor relations website following the event. More than 650 members of the investment community attended our 2026 Investor Day, either in person or virtually through the webcast. Management discussed our 2026 strategic priorities and how Nasdaq has transformed into a leading technology platform that powers the world’s markets and safeguards trust in the financial system.		We are committed to constructive, honest, and year-round engagement with our shareholders, including portfolio managers and investment stewardship teams— and our Corporate Governance Guidelines codify our Board’s commitment to oversight of shareholder engagement.

2026 NASDAQ PROXY STATEMENT

Nasdaq’s senior leadership team outlined three strategic priorities that drove our

exceptional results in 2025:

•Integrate, by surpassing our expanded efficiency program net expense target,

with over $160 million in expense efficiencies actioned as of the end of 2025,

as compared to the $80 million net expense synergies goal announced with

the acquisition of AxiomSL and Calypso;

•Innovate, by continuing our efforts to modernize markets, including through

the submission of proposals to the SEC to both facilitate the trading of

tokenized securities (approved in March 2026) and enable 23/5 trading

(approved in April 2026), as well as continuing to develop and implement AI

product enhancements across our offerings; and

•Accelerate, by continuing to deliver on our One Nasdaq strategy through

cross-sell wins across Financial Technology, enabling us to remain on track to

surpass $100 million in run-rate revenue from cross-sells by exit 2027.

Management also discussed how our strong cash flow drives our disciplined capital

allocation strategy, including our deleveraging plan, increases to our quarterly dividend,

and our continued share repurchases through our previously announced Board-

authorized share repurchase program.

Looking ahead, management unveiled our new growth pillars of “Expand, Evolve, and

Transform.” These pillars will underpin our organic growth opportunity across our

divisions. The “Expand” pillar includes our plans to drive growth from our existing

solutions to new clients and geographies, while “Evolve” targets our use of AI to

implement innovative technology, partnerships, and delivery models. “Transform”

addresses our goal to develop new solutions that advance capabilities beyond our

existing portfolio, including through tokenization and Always-On markets with 23/5

trading.

Annual Meeting of Shareholders

Our Annual Meeting of Shareholders is conducted virtually through a live webcast and

online shareholder tools. This structure promotes shareholder attendance and

participation, enabling shareholders to participate fully and equally from any location

worldwide, free of charge. The virtual format saves the Company and shareholders

costs associated with in-person shareholder meetings, and enhances shareholder

access, participation, and communication. Given our global footprint, we believe this is

the right choice. We have designed our virtual meeting to enhance shareholder

participation and protect shareholder rights.

Transparent and Informed Governance Practices

Shareholder input is regularly shared with our Board, Board Committees, and

management. In addition to shareholders’ feedback, the Nominating & Governance

Committee considers corporate governance trends and best practices, including the

practices of our peers and other large companies, and regularly reviews the voting

results of our shareholder meetings.

2025 by the Numbers

Meaningful Actions

BROAD INVESTOR OUTREACH

Our continuous engagement and ongoing dialogue with the

investment stewardship teams of our institutional investors, as

well as our other shareholders, through various forums and

formats throughout the year led to enhancements in our

corporate governance, corporate strategy, human capital

management, sustainability initiatives, and disclosures. Our key

investor conferences

responsive actions are highlighted below.

430+

Corporate Strategy

✓Our One Nasdaq strategy drove robust growth across all

three of our business segments, with Solutions revenue

investor meetings (individual and group)

increasing 12% compared to 2024, and Market Services

setting new net revenue records while launching proposals

to advance the modernization of markets.

DEPTH OF ENGAGEMENT

✓Accelerated our vision to become the trusted fabric of the

330+

world’s financial system. We continued product

enhancements to our offerings and solutions, including

deploying over 150 AI enterprise agents in daily use and

enabling over 350 clients to adopt AI agentic workers, and

unique institutional investment firms

leveraged our infrastructure and connectivity of deploying

workloads to the cloud to deliver cloud-based solutions to

our customers.

Met with shareholders representing

55%

Corporate Governance

✓Conducted active year-round planning for director

succession and Board refreshment, including a review and

of our outstanding shares (as of 12/31/2025)

analysis of the skills, attributes, and expertise for future

Board nominees.

✓Updated Nasdaq’s Amended and Restated Certificate of

Incorporation and By-Laws to modernize certain provisions

and provide operational flexibility.

✓Continued our in-house director education series for the

Board, as well as targeted education on sustainability topics

for our Nominating & Governance Committee.

Shareholder Returns and Capital Deployment

✓Increased our regular quarterly dividend by 13% to $0.27

per share in 2025, consistent with our Board’s intent to

provide shareholders with regular and increasing dividends

as earnings and cash flows increase. We returned more than

$600 million to shareholders in 2025 through our dividends.

✓Repaid an aggregate of $826 million of outstanding debt in

2025. We met our previously announced deleveraging goal

16 months early, reflecting our strong efforts to reduce

indebtedness following the acquisition of AxiomSL and

Calypso.

✓Repurchased more than $600 million of shares of common

stock, which includes both opportunistic share repurchases

throughout the year and share repurchases to offset dilution

from employee stock compensation vesting. In February

2026, our Board approved an increase to our share

repurchase program authorization to $3.0 billion.

Our

Board

Proposal 1:

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.

2026 NASDAQ PROXY STATEMENT

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

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.

Director Identification and

Evaluation

In evaluating individual Director nominations and renominations,

the Nominating & Governance Committee considers many

factors, including, among other things:

•the individual’s educational and professional background

and personal accomplishments;

•an independent mindset that constructively challenges the

status quo and provides a strong view of the future;

•the ability to devote sufficient time and attention to

effectively serve on the Board;

•the requirements in our By-Laws;

•diversity of backgrounds, experiences, leadership, and

skills;

•a client experience orientation;

•a broad understanding of the global economy, capital

markets, finance, and other disciplines relevant to the

success of a large publicly traded financial technology

company, including cybersecurity; and

•a general understanding of Nasdaq’s business and

technology.

The Nominating & Governance Committee evaluates each

individual candidate in the context of the Board as a whole, with

the objective of maintaining a group of directors that can further

the success of our businesses, while representing the interests

of shareholders, employees, and the communities in which the

Company operates. In determining whether to recommend a

Board member for re-election, the Nominating & Governance

Committee also considers the director’s participation in and

contributions to the activities of the Board, the results of the

most recent Board and Committee assessment, and attendance

at meetings.

The Board and the Nominating & Governance Committee

believe all director nominees embody our corporate values and

exhibit the characteristics below:

•a commitment to long-term value creation for our

shareholders;

•an appreciation for shareholder feedback;

•high regard for personal and professional ethics;

•a proven record of success;

•a commitment to the integrity of affiliated self-regulatory

organizations;

•sound business judgment;

•a strategic vision and leadership experience;

•knowledge of the financial services and technology

industries;

•sufficient time to devote to Board service; and

•an appreciation of multiple perspectives.

2026 NASDAQ PROXY STATEMENT

Board Composition

Our director nominees represent a wide range of diverse backgrounds, experiences, leadership, and skills that

together embody the knowledge relevant to Nasdaq’s strategic long-term vision and global operations.

Independence

Board Tenure

Age Range

92%

Independent

Average Age

8.4

Average Years

Years

0-5 Years

11+ Years

6-10 Years

Board Diversity Matrix

The following matrix includes all directors as of April 24, 2026. For our prior year’s matrix, please see our 2025 Proxy

Statement.


Total Number of Directors	12


	Female	Male	Non- Binary	Did not Disclose Gender

Part I: Gender Identity
Directors	5	7	-	-
Part II: Demographic Background
African American or Black	1	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	4	5	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-

Skills and Expertise Matrix

The following matrix highlights the mix of key skills and expertise, that among other factors, led the Board and the

Nominating & Governance Committee to recommend these nominees for election to the Board. The matrix is

intended to depict notable areas of focus for each director nominee. The absence of a mark does not mean that a

particular director does not possess that qualification or skill.

Townes-Whitley

Kloet

Spaht

Koch

Splinter

Torgeby

Yabuki

Zollar

Arnoldi

Begley

Kazim

Friedman

Capital Markets: Deep industry knowledge of the capital markets

landscape helps us execute our strategy, expand client

relationships, accelerate growth, and deliver strong shareholder

returns.

Client Experience: Expertise in enhancing and transforming

customer service experiences is critical to overseeing our client-

first approach.

Corporate Governance: Experience on other public company

boards provides insight into developing practices consistent with

our commitment to corporate governance.

Cybersecurity: Experience in understanding the impact of the

cybersecurity threat landscape on our business and that of our

clients is crucial to an effective risk management program.

Financial: A deep understanding of financial and accounting

metrics is essential to overseeing our performance.

Global Leadership: Experience in a leadership position at a global

company provides practical insight into the skills needed to

advance the corporate strategy and enhances the ability to

recognize those skills in others.

Human Capital Management: Experience in organizational

management, compensation programs, talent development, and

corporate culture helps the board effectively oversee our People

strategy.

M&A: Experience with assessing and executing on new

opportunities is crucial for overseeing tactical and strategic M&A

transactions.

Risk Management: Operating in a complex regulatory and risk

environment necessitates skillful oversight of the identification,

evaluation, and prioritization of risks and the development of

comprehensive policies and procedures to effectively mitigate risk

and manage compliance.

Technology & Innovation: Experience in traditional, new, and

emerging technologies, including AI and cloud, is core to

understanding our business as an innovative technology leader.

2026 NASDAQ PROXY STATEMENT

Board Refreshment and Nominations

The selection of qualified directors is key to ensuring that the Board fulfills its mission. We believe our director nominees—

individually and collectively—possess the right skills, qualifications, experience, and tenure needed for the successful oversight of

Nasdaq’s strategy and enterprise risks.

The Nominating & Governance Committee oversees and plans for director succession and refreshment of the Board

to promote and support our long-term vision. In doing so, the Committee takes into consideration the corporate

strategy and the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board

regarding director qualifications.

The Nominating & Governance Committee considers possible candidates suggested by Board members,

shareholders, and senior management. In addition to submitting suggested nominees to the Nominating &

Governance Committee, a Nasdaq shareholder may nominate a person for election as a director, provided the

shareholder follows the procedures specified in Nasdaq’s By-Laws.

The Nominating & Governance Committee reviews all candidates in the same manner, regardless of the source of

the recommendation. In addition, the Nominating & Governance Committee may engage a third-party search firm

from time to time to assist in identifying and evaluating qualified candidates.

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.

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.

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

Committee Membership

•Finance

•Management

Compensation

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.

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

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

2026 NASDAQ PROXY STATEMENT

Charlene T. Begley

Retired SVP and CIO, General Electric Company

Age: 59

Director Since: 2014

Independent

United States

Committee Membership

•Audit & Risk

•Nominating & Governance

(Chair)

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.

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

Current Public Company Boards

•Hilton Worldwide Holdings Inc.: Audit Committee (Chair), Nominating & Corporate Governance

Committee

•SentinelOne, Inc.: Audit Committee (Chair)

Adena T. Friedman

Chair and CEO, Nasdaq

Age: 56

Director Since: 2017

United States

Committee Membership

•Finance

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.

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

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.

2026 NASDAQ PROXY STATEMENT

Essa Kazim

Governor, Dubai International Financial Centre

Age: 67

Director Since: 2008

Independent

United Arab Emirates

Committee Membership

•Finance

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.

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

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

Current Public Company Boards

•Emirates Telecommunications Group Company PJSC (Vice Chairman): Nomination and Remuneration

Committee, Risk Committee

Thomas A. Kloet

Retired CEO and Executive Director, TMX Group Limited

Age: 67

Director Since: 2015

Independent

United States

Committee Membership

•Audit & Risk (Chair)

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.

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

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

2026 NASDAQ PROXY STATEMENT

Kathryn A. Koch

President and CEO, The TCW Group, Inc.

Age: 45

Director Since: 2024

Independent

United States

Committee Membership

•Management Compensation

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.

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

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

Holden Spaht

Managing Partner, Thoma Bravo

Age: 51

Director Since: 2023

Independent

United States

Committee Membership

•Finance

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.

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

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

Other Public Company Boards in the Past Five Years

•Instructure Holdings, Inc.

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

Committee Membership

•Management Compensation

•Nominating & Governance

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.

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

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

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

Other Public Company Boards in the Past Five Years

•Gogoro Inc.

Johan Torgeby

President and CEO, Skandinaviska Enskilda Banken (SEB)

Age: 51

Director Since: 2022

Independent

Sweden

Committee Membership

•Finance (Chair)

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.

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

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)

Current Public Company Boards

•Skandinaviska Enskilda Banken

2026 NASDAQ PROXY STATEMENT

Toni Townes-Whitley

Former CEO, Science Applications International Corp. (SAIC)

Age: 62

Director Since: 2021

Independent

United States

Committee Membership

•Audit & Risk

•Management Compensation

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.

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

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

Other Public Company Boards in the Past Five Years

•Empowerment & Inclusion Capital I Corp.

•Marathon Petroleum Corporation

•SAIC

•The PNC Financial Services Group, Inc.

Jeffery W. Yabuki

Chairman and CEO, InvestCloud

Chairman and Founding Partner, Motive Partners

Age: 66

Director Since: 2023

Independent

United States

Committee Membership

•Management Compensation (Chair)

•Nominating & Governance

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.

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

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

Current Public Company Boards

•Royal Bank of Canada: Human Resources Committee, Risk Committee

•Sportradar Group AG (Board Chair)

Other Public Company Boards in the Past Five Years

•SentinelOne, Inc.

2026 NASDAQ PROXY STATEMENT

Alfred W. Zollar

Former Executive Partner, Siris Capital Group, LLC

Age: 71

Director Since: 2019

Independent

United States

Committee Membership

•Audit & Risk

•Nominating & Governance

Career Highlights

Alfred W. Zollar was an Executive Advisor with Siris Capital Group, LLC from March 2021 to November 2024.

Previously, he was an Executive Partner since February 2014. Mr. Zollar retired from International Business Machines

Corporation (IBM) in January 2011 following a 34-year career. Mr. Zollar was formerly general manager of IBM Tivoli

Software from July 2004 until January 2011, where he was responsible for the executive leadership, strategy, and

P&L of Tivoli Software. Previously, Mr. Zollar was general manager, IBM iSeries, where he was responsible for the

executive leadership, strategy, and P&L of the iSeries (formerly AS/400) server product line. Prior to that, he held

senior management positions in each of IBM’s diverse software businesses, including general manager of IBM Lotus

Software.

Impact on Board

•Career technologist with skills in product development, customer satisfaction, and strategy

•Broad leadership experience, including senior management positions in every IBM software group

division

•Extensive service on the boards of several large public companies

Select Professional and Community Contributions

•Director of EL Education

•Director of the Eagle Academy Foundation

•Trustee of the UC San Diego Foundation

•Lifetime Member of the National Society of Black Engineers

•Member of the Executive Leadership Council

Current Public Company Boards

•IBM: Directors and Corporate Governance Committee

•BNY: Finance Committee, Risk Committee, Technology Committee

Other Public Company Boards in the Past Five Years

•Public Service Enterprise Group Incorporated

Board Committees

Our Board has four standing Committees: Audit & Risk, Finance, Management

Compensation, and Nominating & Governance. Each of these Committees, other

than the Finance Committee, consists exclusively of independent directors. The

Chair of each Committee reports to the Board on the topics discussed and actions

taken at each meeting. Each of these Committees operates under a written charter

that includes the Committee’s duties and responsibilities. A description of each

standing Committee is included on the following pages.

In addition, our Board has an ad hoc Executive Committee that can be convened in

exigent circumstances. The Executive Committee consists of the Board Chair, the

Lead Independent Director, and the Chairs of each of the four standing Committees.

The Executive Committee did not meet in 2025.

Audit & Risk Committee

Key Objectives:

•Oversees Nasdaq’s financial reporting process and reviews the financial

statements and disclosures in the Company’s annual reports on Form 10-K,

quarterly reports on Form 10-Q, and quarterly earnings releases.

•Appoints, retains, approves the compensation of, and oversees the independent

registered public accounting firm.

•Reviews the adequacy and effectiveness of Nasdaq’s internal control framework

and Sarbanes-Oxley compliance program.

•Reviews and approves or ratifies all related person transactions, as further

described below under “Certain Relationships and Related Transactions.”

•Reviews and discusses with management Nasdaq’s Ethics & Compliance Program,

including the SpeakUp! Program (which includes the confidential whistleblower

process).

•Reviews and discusses with management the Company’s Enterprise Risk

Framework, including risk governance structure, risk assessment, and risk

management practices and guidelines.

•Reviews and discusses with management the adequacy and effectiveness of

Nasdaq’s privacy and technology controls, including the Company’s Information

Security and AI Governance programs, and approves the Information Security

Charter and Information Security Policy.

•Oversees the Internal Audit function, including approval of the annual Internal

Audit Plan, review of the function’s effectiveness according to industry standards,

and discussion of the adequacy of budget and staffing.

•Reviews the appointment, replacement, removal, and remuneration of the Chief

Audit Executive.

•Reviews and recommends to the Board for approval the Company’s regular

dividend payments.

•Reviews and discusses with management the Company’s crisis preparedness

regarding varied scenarios including geopolitical matters and cybersecurity

incidents.

2025 Highlights:

•Discussed information security topics, including the cybersecurity threat

landscape and cybersecurity considerations in connection with Nasdaq’s AI

strategy and implementation and the Adenza integration.

•Participated in an external event crisis management tabletop exercise.

•Reviewed risks and mitigations relating to both AI in-the-product and AI on-the-

business.

Thomas A. Kloet

(Chair)

Charlene T. Begley

Toni Townes-Whitley

Alfred W. Zollar

Meetings

2026 NASDAQ PROXY STATEMENT

•Discussed operational resiliency, particularly relating to cloud-based products and services.

•Oversaw the hiring of the new Chief Risk Officer in early 2026.

•Received briefings on: a proposed Operational Excellence Program for the European Market Services business;

potential tax law changes; regulatory and enforcement trends and their potential impact on Nasdaq; Nasdaq’s anti-

financial crime compliance program; litigation matters; Nasdaq’s corporate insurance program; Nasdaq’s executive

security program; critical audit matters; and the annual review of impairment testing.

•Conducted the annual review of the independent auditor relationship and recommended the retention of Ernst &

Young LLP as the Company’s independent auditor.

•Received regular updates on the progress and status of the 2025 Internal Audit Plan and reviewed and approved the

Internal Audit Plan for 2026.

•Approved Nasdaq’s policy on the use of non-GAAP measures and reviewed non-GAAP disclosures.

•Received updates on third party risk management.

Risk Oversight Role:

•Receives regular updates on risk matters from Group Risk Management and other functions within Nasdaq.

•Approves Nasdaq’s Risk Appetite Statement and recommends to the Board for approval the Company’s ERM Policy.

•Receives periodic reports on risk tolerances that measure management’s compliance with the risk appetite.

•Reviews and discusses with management internal control and risk management frameworks designed to manage

current organizational risks, including information security and emerging risks.

Independence:

•Each member of the Audit & Risk Committee is independent as defined in Rule 10A-3, adopted pursuant to the

Sarbanes-Oxley Act of 2002, and in accordance with the listing rules of The Nasdaq Stock Market.

•The Board determined that Mr. Kloet and Ms. Begley are “audit committee financial experts” within the meaning of

SEC regulations and each also meets the “financial sophistication” standard of The Nasdaq Stock Market.

•In addition to serving as the Chair of the Audit & Risk Committee, Mr. Kloet also serves as the Chair of the Boards of

our U.S. exchange subsidiaries and their Regulatory Oversight Committees. We believe this enhances the Audit &

Risk Committee’s oversight of our U.S. exchanges.

Finance Committee

Key Objectives:

•Reviews and recommends the capital plan of the Company, including repurchasing

shares of the Company’s common stock, debt repayment, and proposed dividends,

for approval by the Board.

•Reviews and recommends significant mergers, acquisitions, and business

divestitures for approval by the Board.

•Reviews and recommends significant capital market transactions and other financing

arrangements for approval by the Board.

•Reviews and recommends, for approval by the Board, significant capital

expenditures, lease commitments, and asset disposals, excluding those included in

the approved annual budget.

2025 Highlights:

•Conducted a comprehensive review of Nasdaq’s capital plan for Board approval.

•Reviewed repurchases of outstanding indebtedness to further Nasdaq’s

deleveraging goals.

•Recommended to the Board a 13% increase in Nasdaq’s quarterly dividend payment

from $0.24 to $0.27 per share.

•Reviewed the impact of tax law changes and energy tax credit transactions.

•Received a briefing on Nasdaq's foreign exchange risk management program.

•Received regular reports on the M&A environment and potential strategic

transactions.

•Received an update on Nasdaq’s minority investment activities through the Nasdaq

Ventures portfolio.

•Received updates on Nasdaq’s investor relations program, including shareholder

engagement efforts.

Risk Oversight Role:

•Monitors operational and strategic risks related to Nasdaq’s financial affairs,

including capital structure and liquidity risks.

Johan Torgeby

(Chair)

Melissa M. Arnoldi

Adena T. Friedman

Essa Kazim

Holden Spaht

Meetings

2026 NASDAQ PROXY STATEMENT

Management Compensation Committee

Key Objectives:

•Establishes and annually reviews the executive compensation philosophy and

strategy.

•Reviews and approves the executive compensation and benefit programs

applicable to Nasdaq’s executive officers, including the base salary, incentive

compensation, and equity awards. Any executive compensation program changes

solely applicable to the Chair and CEO are submitted to the Board for final

approval.

•Reviews and approves the performance goals for executive officers. For the Chair

and CEO, these items are referred to the Board for final approval.

•Reviews and approves the target total compensation (base salary plus target

bonus plus face value of long-term incentive opportunities) for non-executive

officer new hires with target total compensation in excess of $3,000,000 and

equity awards to non-executive officers valued in excess of $2,000,000.

•Evaluates the performance of the Chair and CEO, together with the Nominating &

Governance Committee.

•Reviews the succession and development plans for executive officers and other

key talent.

•Establishes, and oversees compliance with, the mandatory stock ownership

guidelines.

•Reviews the results of any shareholder advisory votes on executive compensation

and any other feedback on executive compensation that may be garnered through

the Company’s ongoing shareholder engagement.

2025 Highlights:

•Reviewed and approved the employment agreements with Adena T. Friedman, Tal

Cohen, and Bradley J. Peterson that were implemented in March 2025.

•Reviewed Nasdaq’s evolving total rewards program, including with respect to

compensation program design and at-risk percentage profile, in connection with

Nasdaq’s ongoing transformation.

•Considered the effectiveness of the annual and long-term incentive plans to

continue to support Nasdaq’s strategy and compensation structure.

•Reviewed the succession and development plans for all direct reports to the Chair

and CEO and their direct reports.

•Received briefings on executive compensation trends and developments, including

proxy advisory firm policies and reports on Nasdaq, pay trends, human capital

trends, and regulatory developments.

Risk Oversight Role:

•Evaluates the effect the compensation structure may have on risk-related

decisions.

Independence:

•Each member of the Management Compensation Committee is independent and

meets the additional eligibility requirements set forth in the listing rules of The

Nasdaq Stock Market.

Jeffery W. Yabuki

(Chair)

Melissa M. Arnoldi

Kathryn A. Koch

Michael R. Splinter

Toni Townes-Whitley

Meetings

Nominating & Governance Committee

Key Objectives:

•Determines the skills and qualifications necessary for the Board, develops criteria

for selecting potential directors, and manages the Board refreshment process.

•Identifies, reviews, evaluates, and nominates candidates for annual elections to the

Board.

•Leads the annual assessment of effectiveness of the Board, Committees, and

individual directors.

•Together with the Management Compensation Committee, leads the annual

performance assessment of the Chair and CEO.

•Identifies and considers emerging corporate governance issues and trends.

•Reviews feedback from engagement sessions with investors and determines

follow-up actions and plans.

•Reviews and recommends the Board and Committee membership and leadership

structure.

•Reviews and recommends to the Nasdaq Board for election by the Board,

candidates for election as officers of Nasdaq that qualify as Section 16 officers and

as “principal officers,” as that term is defined in the Nasdaq By-Laws.

•Oversees sustainability issues as they pertain to the Company’s business and long-

term strategy, and identifies and brings to the attention of the Board current and

emerging trends and issues that may affect the business operations, performance,

and public image of Nasdaq.

•Reviews and approves disclosures included in the Company’s annual report

regarding the Company’s sustainability initiatives and metrics.

2025 Highlights:

•Focused on Nasdaq’s ongoing Board refreshment and considered the desired skills

and expertise from the next director nominee, as well as the timing of that addition.

•Reviewed and approved the refresh of Nasdaq's Amended and Restated Certificate

of Incorporation and By-Laws to align with best practices.

•Considered shareholder feedback from engagement sessions, the 2025 Annual

Meeting of Shareholders, and publicly available sources.

•Discussed regulatory and enforcement trends and the potential impact on Nasdaq.

•Reviewed feedback from the annual Board Assessment and recommended an

action plan to address the feedback.

•Received briefings on sustainability topics, such as Nasdaq’s science-based

targets, governance trends, and Nasdaq’s Purpose Program.

Risk Oversight Role:

•Oversees risks related to the Company’s sustainability issues, trends, and policies.

•Monitors the independence of the Board.

Independence:

•Each member of the Nominating & Governance Committee is independent, as

required by the listing rules of The Nasdaq Stock Market.

Charlene T. Begley

(Chair)

Michael R. Splinter

Jeffery W. Yabuki

Alfred W. Zollar

Meetings

2026 NASDAQ PROXY STATEMENT

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.

Compensation Policy for Non-Employee Directors



Item	June 2025 - June 2026

Annual Retainer for Board Members	$90,000
Additional Annual Retainer for Lead Independent Director	$75,000
Annual Equity Award for All Board Members (Grant Date Market Value)	$260,000
Annual Audit & Risk Committee Chair Compensation	$45,000
Annual Management Compensation Committee Chair Compensation	$35,000
Annual Finance and Nominating & Governance Committee Chair Compensation	$25,000
Annual Audit & Risk Committee Member Compensation	$25,000
Annual Management Compensation and Nominating & Governance Committee Member Compensation	$15,000
Annual Finance Committee Member Compensation	$10,000

Each non-employee director may elect to receive the annual retainer in cash (payable in equal semi-annual

installments) or equity. Each non-employee director also may elect to receive Committee Chair and/or

Committee member fees in cash (payable in equal semi-annual installments) or equity.

The annual equity award and any equity elected as part of the annual retainer or for Committee Chair and/

or Committee member fees are awarded on the date of the Annual Meeting of Shareholders immediately

following election and appointment to the Board.

All equity paid to Board members consists of RSUs that vest in full one year from the grant date. The

number of RSUs to be awarded is calculated based on the closing market price of our common stock on

the date of the Annual Meeting. Directors appointed to the Board after the Annual Meeting receive a pro-

rata equity award. Unvested equity is forfeited in certain circumstances upon termination of the director’s

service on the Board.

Directors are reimbursed for business expenses and reasonable travel expenses for attending Board and

Committee meetings. Non-employee directors do not receive our retirement, health, or life insurance

benefits. We provide each non-employee director with director liability insurance coverage, as well as

business accident travel insurance for, and only when, traveling on behalf of Nasdaq.

Director Stock Ownership Guidelines

Under our stock ownership guidelines, our non-employee directors must maintain a minimum ownership level of two

times the annual equity award.

Shares owned outright, through shared ownership, and in the form of vested and unvested restricted stock are

considered in determining compliance with these stock ownership guidelines. Exceptions to this policy may be

necessary or appropriate in individual situations, and the Chair of the Board may occasionally approve such

exceptions. New directors must obtain the minimum ownership level four years after their initial election to the

Board. All the directors who were required to comply with the guidelines on December 31, 2025 were in compliance

at such time.

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.



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

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.”

2026 NASDAQ PROXY STATEMENT



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

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

2026 NASDAQ PROXY STATEMENT

Governance Highlights

We are committed to strong corporate governance, which is a critical factor to help promote the long-term

interests of our shareholders, strengthen our Board and management accountability, and build trust in the

Company. Our governance highlights are summarized below, followed by more in-depth descriptions of

the key aspects of our governance structure. The Board believes that its governance practices provide a

structure that allows it to set objectives and monitor performance, ensure the efficient use of corporate

resources, and enhance shareholder value.

Board Composition and Processes

•Continuous Board refreshment emphasizing diverse thought and experience

•11 of 12 director nominees are independent

•Lead Independent Director with robust duties and oversight responsibilities

•Independent Audit & Risk, Management Compensation, and Nominating & Governance Committees

•Opportunity for Executive Session (without management present) at every Board and Committee meeting

•Annual evaluations of the Board and each Committee, along with individual director assessments

•Rigorous stock ownership guidelines, including at least 2x the annual equity award for each director

•No director may serve on more than four public company boards (in addition to the Nasdaq Board),

without specific approval from the Audit & Risk Committee and Nominating & Governance Committee

•Ongoing review of strategic planning and capital allocation for long-term value creation for shareholders

•Comprehensive risk oversight by the full Board under Audit & Risk Committee leadership

•Commitment to continuous learning and director education

•Board oversight of human capital management, including culture and values

•Independent Internal Audit Department under the leadership of a Chief Audit Executive who reports

directly to the Audit & Risk Committee

Shareholder Rights

•Robust, year-round shareholder engagement program

•15% threshold for shareholders to call a special meeting

•Proxy access allowing holders of 3% of our stock for three years to include up to two nominees (or

nominees representing 25% of the Board) in our proxy

•Annual election of directors, with majority voting in uncontested elections

•No “poison pill”

•Annual advisory vote on executive compensation

•Shareholder communication process for communicating with our Board

Corporate Governance Framework

Our governance framework focuses on the interests of our shareholders. It is designed to promote

governance transparency and ensure our Board has the necessary tools to review and evaluate our business

operations and make decisions that are independent of management and in the best interests of our

shareholders. Our goal is to align the interests of shareholders, directors, and management while complying

with, or exceeding, the requirements of The Nasdaq Stock Market and applicable law.

This governance framework establishes the practices our Board follows with respect to oversight of:

•our corporate strategy for long-term value creation;

•capital allocation;

•risk management, including risks relating to information security and the protection of our market

systems;

•our human capital management program, corporate culture initiatives, and Ethics & Compliance Program;

•our corporate governance structures, principles, and practices;

•Board refreshment and executive succession planning;

•executive compensation; and

•compliance with local regulations and laws across our business lines and geographic regions.

Key Corporate Governance Documents

Nasdaq’s commitment to governance transparency is foundational to our business. This commitment is

reflected in our governance documents listed below, which are all available online at ir.nasdaq.com.

•Amended and Restated Certificate of Incorporation

•By-Laws

•Code of Conduct for the Board of Directors

•Committee Charters

•Corporate Governance Guidelines

•Procedures for Communicating with the Board of Directors

2026 NASDAQ PROXY STATEMENT

Board Leadership Structure

Nasdaq’s governance framework provides the Board with the flexibility to select the appropriate leadership

structure for the Board. In making determinations regarding the leadership structure, the Board considers

the facts and circumstances at the time, including the specific needs of the business and a structure in the

best interests of the Company and our shareholders.

The Board is led by a Chair, who is elected annually by the Board. The general duty of the Chair is to

provide leadership on the Board, including setting Board and corporate culture, building consensus around

Nasdaq’s strategy, and providing direction as to how the Board operates. The current leadership structure

is comprised of a combined Chair and CEO, a Lead Independent Director, Board Committees led by

independent directors, and active engagement by all directors. Eleven of 12 of our directors will be

independent, assuming that all of the director nominees are elected at the 2026 Annual Meeting.

The independent members of the Board have unanimously elected our CEO, Adena T. Friedman, as the

Chair of the Board, and elected Michael R. Splinter, the former Chair, as Lead Independent Director. The

Board believes that having Ms. Friedman as the Chair and CEO allows the Company to convey our short-

term and long-term strategy with a single voice to our shareholders, customers, regulators, and other

stakeholders. Ms. Friedman’s leadership, deep understanding of our business gained by more than 30

years in the finance industry, knowledge of our operations, and broad role in the international financial

ecosystem were all contributing factors to the Board’s decision to unify the Chair and CEO roles.

The Board recognizes that when the positions of Chair and CEO are combined, or when the Chair is not an

independent director, it is imperative that the Board elect a strong Lead Independent Director with a clearly

defined role and robust set of responsibilities. The Company’s Corporate Governance Guidelines provide

substantial duties for the Lead Independent Director, which are based on best practices. These duties are

outlined in the following section.

Mr. Splinter has complex, global technology business leadership experience, public company governance

expertise, and an extensive background in management development, compensation, and succession

planning that the Board believes amplifies his role as Lead Independent Director. The Lead Independent

Director is elected annually by the independent directors of the Board for a one-year term of service.

Our Board believes that our current structure, led by Ms. Friedman and Mr. Splinter, allows the Board to focus

on significant strategic, governance, and operational issues; provides critical and effective leadership; and

fosters a Board environment in which our independent directors can work together, provide oversight of our

performance, and hold our management and senior leadership accountable, all of which we believe will

benefit the long-term interests of our shareholders.

Current Leadership Structure

Adena T. Friedman

Combined

Chair and CEO

Michael R. Splinter

Independent

Lead Independent Director

Independent Committee Chairs

Jeffery W. Yabuki

Management

Compensation

Thomas A. Kloet

Audit & Risk

Johan Torgeby

Finance

Charlene T. Begley

Nominating

& Governance

Duties and Responsibilities

The duties and responsibilities of the Chair, CEO, and Lead Independent Director include, but are not limited to, the items

described below.

Chair

✓Presides at all meetings of the Board and

shareholders

✓Together with the Lead Independent

Director, reviews and approves the meeting

agendas and schedules to assure content

and sufficient time for discussion of all

agenda items

✓Facilitates and encourages communication

between management and the Board

CEO

✓Supervises the business and affairs of

the Company under the oversight of the

Board

✓Develops and executes our strategy

against our short- and long-term

objectives

✓Builds and oversees the Management

Committee

Adena T. Friedman

Lead Independent Director

✓Presides at all meetings of the Board at

which the Chair is not present

✓Presides during Executive Sessions of the

Board

✓Calls meetings of the independent directors

or the Board, as appropriate

✓Facilitates discussion and open dialogue

among the independent directors during

Board meetings, Executive Sessions, and

outside of Board meetings

✓Briefs the Chair and CEO on issues

discussed during Executive Sessions

✓Serves as a liaison among the Chair and

CEO and the other directors

✓Together with the Chair and CEO, approves

Board meeting agendas and schedules to

assure content and sufficient time for

discussion of all agenda items

✓Authorizes the retention of advisors and

consultants who report directly to the

Board, when appropriate (Board

Committees retain their own authority to

engage advisors and consultants)

✓Reviews and reports on the results of

the Board and Committee assessments

✓Discusses Board and Committee

performance, effectiveness, and

composition (including feedback from

individual directors) with the Chair and

CEO and meets individually with

independent directors as needed

✓Is available for consultation and direct

communication with major investors and

other stakeholders upon request

✓Oversees the annual Board assessment

process, including conducting one-on-

one interviews with each independent

director

Michael R. Splinter

2026 NASDAQ PROXY STATEMENT

Board Independence

Nasdaq’s common stock is currently listed on The Nasdaq Stock Market, Nasdaq Texas, and Nasdaq Dubai. The

listing rules of The Nasdaq Stock Market and Nasdaq Texas require a majority of our directors to be independent,

while the Markets Rules of the Dubai Financial Services Authority require that at least one third of the Board should

comprise non-executive directors, of which at least two non-executive directors should be independent.

In order to qualify as independent under the listing rules of The Nasdaq Stock Market and Nasdaq Texas, a director

must satisfy a two-part test. First, the director must not fall into any of several categories that would automatically

disqualify the director from being deemed independent. Second, no director qualifies as independent unless the

Board affirmatively determines that the director has no direct or indirect relationship with the Company that would

interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under the Nasdaq Dubai listing rules and the Markets Rules of the Dubai Financial Services Authority, a director is

considered independent if the Board determines the director to be independent in character and judgment and to

have no commercial or other relationships or circumstances that are likely to affect, or could appear to impair, the

director’s judgment in a manner other than in the best interests of the Company.

Nasdaq conducts an annual review of the independence of our directors, and the Board has determined that 11 out

of 12 of our current directors are independent as defined by the listing rules of the Nasdaq Stock Market, Nasdaq

Texas, and Nasdaq Dubai, as described above. As Nasdaq’s CEO, Ms. Friedman is deemed not independent.

None of the directors are party to any arrangement with any person or entity other than the Company relating to

compensation or other payments in connection with the director’s or nominee’s candidacy or service as a director,

other than arrangements that existed prior to the director’s or nominee’s candidacy.

The Board believes that a key element to effective, independent oversight is that the independent directors meet in

Executive Session regularly without Company management present. As such, at each Board meeting, independent

directors have the opportunity to meet in Executive Session. The Lead Independent Director of the Board is

responsible for chairing the Executive Sessions of the Board and reporting to the Chair and CEO and Corporate

Secretary on any actions taken during Executive Sessions. In 2025, the Board met nine times in Executive Session.

Additionally, the Board and each Committee have the authority and budget to retain independent advisors, if

needed.

Committee Independence and Expertise

All Board Committees, except for the Finance Committee, are comprised exclusively of independent directors, as

required by the listing rules of The Nasdaq Stock Market. At each Committee meeting, members of each Board

Committee can meet in Executive Session.

Each member of the Audit & Risk Committee is independent as defined in Exchange Act Rule 10A-3 and in the listing

rules of The Nasdaq Stock Market. Two members of the Audit & Risk Committee are “audit committee financial

experts” within the meaning of SEC regulations and meet the “financial sophistication” standard of The Nasdaq

Stock Market.

Director Onboarding

Nasdaq maintains a comprehensive director orientation program that familiarizes new directors with our businesses,

strategies, policies, and people. The program is tailored for each director’s background, previous experience, and

Board role and consists of two main components: (i) written materials detailing information about Nasdaq, such as

Nasdaq’s governance documents and most recent public disclosures, and (ii) a series of meetings with Nasdaq’s

business divisions and expert teams, providing the opportunity to directly engage with our Management Committee.

Newly elected directors are also matched with a longer-tenured director who can be a resource for Board-related

questions. We provide further orientation to directors when they are rotating onto a new Committee. The director

orientation program is periodically reviewed by the Nominating & Governance Committee, and updated, as needed,

based on Director feedback.

Director Education

Continuing education is essential for the Board to be a strategic asset to the Company, and our directors’ education

needs evolve as the Board agendas evolve. We consider annual Board assessments, strategy discussions, skills and

expertise evaluations, Committee rotation, succession planning efforts, and director feedback to design our director

education program.

Our directors are encouraged to participate in, and are reimbursed for, continuing education programs at external

organizations and universities to enhance the skills and knowledge used to perform their duties on the Board and

relevant Committees. Attendance at these programs provides directors with additional insight into our business and

industry and gives them valuable perspective on the performance of our Company, the Board, our Chair and CEO,

and members of senior management. Directors can work with the Office of the Corporate Secretary to design a

custom curriculum plan, to help them meet their educational goals and prepare for future Board leadership roles.

We also provide regular in-house director education sessions to educate Board members on emerging and evolving

initiatives and strategies. Topics covered in 2025 included a Verafin product demo, as well as our Index and U.S.

Listings businesses. Additional tutorials are available to individual directors upon request.

Our Board and Committee agendas also include bespoke briefings on timely topics. Recent examples include a

briefing on governance trends, guest speakers on the external landscape, and a crisis planning tabletop exercise.

Board Assessment Process

We have a three-tiered annual Board assessment process that is coordinated by the Lead Independent Director and

the Chair of the Nominating & Governance Committee. The assessment consists of a full Board evaluation,

Committee evaluations, and individual director assessments and feedback. The Board and all the Board Committees

determine action plans for the next year based on input from the annual assessment.

Results and Implemented Changes

To continuously strengthen our Board’s effectiveness, results from our Board assessment process are used to:

•determine the skills and experience desired for future Board nominees;

•facilitate the Board refreshment process;

•monitor Committee roles and inform plans for rotations and new leadership assignments;

•strengthen the relationship between the Board and management;

•enhance governance processes and Board meeting agendas; and

•identify opportunities for director education.

2026 NASDAQ PROXY STATEMENT

1. Questionnaire

Written questionnaire for

the Board and each

Committee solicits director

feedback about the

effectiveness of the Board

and its Committees on an

unattributed basis.

6. Ongoing

The Board and

Committees regularly

monitor progress of

any agreed-upon

actions.

2. Individual Director

Assessments

Candid, one-on-one

discussions between the

Lead Independent Director

and each independent

director elicit further input

and feedback.

Board

Assessment

Process

5. Action Plan

The Board and

Committees consider and

agree on an action plan

to implement changes,

policies, and procedures

in light of the evaluation

process, as appropriate.

3. Feedback

A summary of the

results of both the

questionnaire and the

one-on-one discussions

is provided to the Board

and the Committees.

4. Discussion and

Evaluation

The Board and

Committees discuss the

feedback in Chairman’s or

Executive Session.

Feedback Incorporated

In response to feedback from recent Board evaluations, actions taken include:

✓added new directors with expertise in technology, fintech, financial crime, and capital markets;

✓included specifically requested topics on Board agendas;

✓developed a dashboard with a focused set of indicators on key strategic initiatives;

✓streamlined meeting materials and presentations to better highlight important information and focus on key

decisions;

✓adjusted meeting agendas to allow more time for discussion;

✓implemented in-house director education program; and

✓provided education to our Nominating & Governance Committee on sustainability topics.

Service on Other Public Company Boards

The Board recognizes that service on other public company boards provides Nasdaq directors with valuable

experience that benefits the Company. At the same time, Nasdaq directors must be willing to devote sufficient time

to carry out their duties and responsibilities effectively. As set forth in our Corporate Governance Guidelines, which

are reviewed annually by the Nominating & Governance Committee and the Board, Nasdaq directors may serve on

no more than four public company boards in addition to their Nasdaq Board service without specific approval from

the Audit & Risk Committee and the Nominating & Governance Committee. The Nominating & Governance

Committee evaluates compliance with this policy at least annually as part of the director nomination process.

Service on other boards and/or committees of other organizations also should be consistent with Nasdaq’s conflict

of interest policies. Directors may not serve on specific public company boards if prohibited by the Code of Conduct

for the Board of Directors.

2026 NASDAQ PROXY STATEMENT

Board Meetings and Attendance

The Board held nine meetings during the 2025 fiscal year, and the Board met in Executive Session without

management present at all of those meetings. At each Board or Committee meeting, a quorum consists of a majority of

the Board or Committee members. The Board expects its members to meticulously prepare for, join, and participate in

all Board and applicable Committee meetings and each Annual Meeting.

Each of the incumbent directors who served for the full year of 2025 attended at least 85% of the meetings of the

Board and those Committees on which the director served. In addition to participation at Board and Committee

meetings, our directors frequently have individual meetings and other communications with our Chair and CEO, Lead

Independent Director, and other members of the leadership team.

Directors are also encouraged to attend our Annual Meeting of Shareholders. Ten of the 12 members of the Board

attended the Annual Meeting held on June 11, 2025.

Meetings Held in 2025:

Board of

Directors1

Audit & Risk

Committee

Finance

Committee

Management

Compensation

Committee

Nominating &

Governance

Committee

1.The Board met in Executive Session at nine meetings.

Company Oversight

Strategic Oversight

The Board takes an active role with management to formulate and review our long-term corporate strategy and

capital allocation plan for long-term value creation.

The Board and management routinely confer on our execution of our long-term strategic plans, the status of key

strategic initiatives, and the principal strategic opportunities and risks facing us. In addition, the Board periodically

devotes meetings to conduct an in-depth long-term strategic review with our senior management team. During

these reviews, the Board and management discuss emerging technological and macroeconomic trends and short

and long-term plans and priorities for each of our divisions.

Additionally, the Board annually discusses and approves our budget and capital allocation plan, which are linked to

our long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent

judgment to bear on the most critical long-term strategic issues facing Nasdaq.

In 2025, the Board received updates on Nasdaq’s corporate strategy at least quarterly, and often more frequently.

The Board also held a multi-day strategy session during which it considered enterprise-wide strategic priorities,

along with specific growth opportunities for each division.

For further information on our corporate strategy, see “Item 1. Business—Growth Strategy” in our Form 10-K.

Risk Oversight

The Board’s role in risk oversight is consistent with our leadership structure, with management having day-to-day

responsibility for assessing and managing the Company’s risk exposure, and the Board having ultimate responsibility

for overseeing risk management with a focus on the most significant risks facing the Company. The Board is

assisted in meeting this responsibility by several Board Committees as described under “Our Board — Board

Committees.” The Audit & Risk Committee receives regular reports relating to compliance with the Company’s risk

appetite and reviews any deviations.

The Board, through the Audit & Risk Committee, approves the Company’s risk appetite, which is the boundaries

within which our management operates while achieving corporate objectives. In addition, the Board reviews and

approves the Company’s ERM Policy, which mandates ERM requirements and defines employees’ risk management

roles and responsibilities.

Under the ERM Policy, we employ an ERM approach that manages risk through objective and consistent

identification, assessment, monitoring, and measurement of significant risks across the Company. We classify risks

into the following four broad categories:

•Strategic and Business Risk: Risk to earnings and capital arising from changes in the business environment and

from adverse business decisions, improper implementation of decisions, or lack of responsiveness to changes in

the business environment.

•Financial Risk: Risk to our financial position or ability to operate due to investment decisions and financial risk

management practices, in particular as it relates to market, credit, capital, and liquidity risks.

•Operational Risk: Risks arising from our people, processes, and systems and from external causes, including,

among other things, risks related to transaction errors, financial misstatements, technology and artificial

intelligence, information security (including cybersecurity), engagement of third parties, and maintaining

business continuity.

•Legal and Regulatory Risk: Risks related to data privacy, intellectual property, financial crime, and employment

law, among other areas, as well as risks of exposure to civil and criminal consequences while conducting our

business operations, such as regulatory penalties, fines, forfeiture, and/or litigation.

Our management has day-to-day responsibility for managing risk arising from our activities, including making decisions within

stated Board-delegated authority; ensuring employees understand their responsibilities for managing risk through a “three lines

model of risk management” approach; and establishing internal controls as well as guidance and standards to implement the ERM

Policy. In the “three lines model of risk management,” the first line, consisting of the business units and expert teams (i.e.,

corporate support units), executes core processes and controls. The second line, consisting of the risk, control, and oversight

teams, sets policies and establishes frameworks to manage and measure risks. The third line, which is the Internal Audit

Department, provides an independent review of the first and second lines.

Our Global Risk Management Committee, which includes our Chair and CEO and other senior executives, assists the

Board in its risk oversight role, ensuring that the ERM framework is appropriate and functioning as intended and the

level of risk assumed by the Company is consistent with Nasdaq’s strategy and risk appetite.

We also have other limited-scope risk management committees that address specific risks, geographic areas, and/

or subsidiaries. These risk management committees, which include representatives from business divisions and

expert teams, monitor current and emerging risks within their purview to ensure an appropriate level of risk.

Together, the various risk management committees facilitate timely escalation of issues to the Global Risk

2026 NASDAQ PROXY STATEMENT

Management Committee, which escalates critical issues to the Board. These risk management committees include

the following:

•The Business Continuity & Crisis Management Committee oversees business continuity and resiliency related

risks.

•The Compliance Council identifies, monitors, and addresses regulatory and corporate compliance risks.

•The Model Risk Management Committee oversees the model risk management framework and related risks.

•The Regulatory Capital Committee oversees the global regulatory capital framework for our regulated entities

and the level of regulatory capital risk.

•The Supplier Risk Management Committee oversees third party risks related to suppliers.

•The Technology Risk Committee oversees technology risks within our strategic products and applications.

Nasdaq’s Group Risk Management Department, which is part of the Legal, Risk and Regulatory Group, oversees the

ERM framework, supports its implementation, and aggregates and reports risk information.

Risk Oversight Organizational Structure

Audit & Risk

Committee

Global Risk

Management

Committee

Business

Continuity

& Crisis

Management

Committee

Compliance

Council

Model Risk

Management

Committee

Regulatory

Capital

Committee

Supplier Risk

Management

Committee

Technology

Risk Committee

Risk. Control, and Oversight Teams

Business Units and Expert Teams

Internal Audit

Cybersecurity and Information Security Oversight

Cybersecurity is an integral part of risk management at Nasdaq. The Board recognizes the rapidly evolving nature of

cybersecurity threats and is committed to the prevention, timely detection, and mitigation of the effect any such

threats or incidents may have on us. We use a cross-departmental approach to assess and manage cybersecurity

risk, with our Information Security; Legal, Risk and Regulatory; and Internal Audit functions presenting on key topics

to the Audit & Risk Committee, which provides oversight of our cybersecurity risks. Our Global Risk Management

Committee, which includes our Chair and CEO and other senior executives, assists the Audit & Risk Committee in its

cybersecurity risk oversight role.

Our Audit & Risk Committee receives quarterly or, if needed, more frequent reports on cybersecurity and information

security matters from our Chief Information Security Officer and his team. This regular reporting to the Audit & Risk

Committee includes a cybersecurity dashboard that contains information on cybersecurity controls and from time to

time also includes information on projects to strengthen internal cybersecurity, ongoing prevention and mitigation

efforts, security features of the products and services we provide our customers, or security events during the

period. The Audit & Risk Committee also reviews and discusses recent cyber incidents affecting our industry and the

emerging threat landscape.

We periodically engage external advisors to perform an analysis of our information security procedures, which

includes a review of program documentation and an overall maturity assessment of Nasdaq’s information security

programs. These advisors provide recommendations to further enhance our procedures. The findings are then

presented to the Audit & Risk Committee of the Board of Directors. Our management team and the Audit & Risk

Committee have conducted tabletop exercises and simulations in cybersecurity matters with assistance from

internal and outside experts.

For further information regarding our cybersecurity risk management strategy and governance practices, please see

“Item 1C. Cybersecurity” in our Form 10-K.

Data Privacy

As a global business, we are committed to protecting the personal data that we process as part of our business and

on behalf of our customers in alignment with applicable law, our contractual duties, and our Company values. We

understand the trust our customers, employees, and members of the public place in us when they share their

personal data and to that end, we have established a robust, risk-based global privacy program with oversight by

executive management, an independent Data Protection Officer for our European regulated entities, and at the

Board level, our Audit & Risk Committee. Our governance and accountability measures enable an enterprise-wide,

values-based approach to personal data processing, while the collaborative effort between our Information Security

Team and Legal, Risk and Regulatory Group enables us to address our regulatory requirements and demonstrate

compliance.

Artificial Intelligence Oversight and Governance

We develop products and services using AI, and continue to implement AI solutions across our offerings, including

generative and agentic AI. We have adopted a set of Responsible AI Principles that emphasize transparency,

fairness, accessibility, market efficiency, reliability, data management and security, accountability, and oversight. In

line with our AI Principles, we have established a comprehensive framework for the responsible development and

deployment of AI technologies, including an enterprise-wide AI Risk Management and Responsible Usage Policy, and

an enterprise-wide AI Development and AI Security Standard.

As part of our AI risk framework, we maintain an internal AI Governance Committee that oversees the development

and execution of AI use, both in our products and on the business, to ensure consistency with our AI Principles,

business strategy, and risk tolerances. Our AI Governance Committee tracks developments in AI-specific regulation

and maintains independent risk assessment processes.

AI use cases are subject to approval by the AI Governance Committee, and we classify AI use cases based on risk

levels and establish approval conditions before launch. The AI Governance Committee also maintains an inventory of

AI services to provide senior management with a holistic view and to promote clear accountability and human

oversight of all of Nasdaq's AI use.

AI use at Nasdaq is also subject to our Model Risk Management program, including independent validation of test

results for higher risk AI use cases in advance of production deployment. These practices address risks such as

hallucinations, bias, toxicity and accuracy inherent in AI use and are designed to ensure guardrails are in place.

Our AI governance framework is designed to align with the U.S. National Institute of Standards and Technology

(NIST) AI Risk Management Framework and, where applicable to our business, to address compliance with

applicable laws and regulations, including, as relevant, the EU AI Act.

2026 NASDAQ PROXY STATEMENT

Our AI Development Standard and AI Security Standard are designed to ensure we protect the integrity,

confidentiality, and availability of our data and systems by implementing industry best practices for access controls,

data protection, monitoring, and incident response applicable to AI technologies.

We recognize the unprecedented velocity of change within the AI domain and, through the AI Governance

Committee and executive management oversight, we aim to continuously improve our AI risk framework to address

evolving AI risks, but also drive our business and deliver AI innovations to our customers.

Our Audit & Risk Committee reviews, considers, and discusses the adequacy of our overall AI risk framework, and

our Board receives regular updates on our AI strategy. Certain members of our Board also have experience in AI-

related matters.

Human Capital Management Oversight and Executive Succession Planning

Our Board believes that human capital management oversight and executive succession planning are among its

most critical duties. The Board regularly receives updates on Nasdaq’s culture and people-related initiatives. In

2025, topics discussed included: operating as a platform company; the evolution of our One Nasdaq culture; and

future talent needs.

Both formally on an annual basis and informally throughout the year in Executive Session, the Management

Compensation Committee, the Board, and the Chair and CEO review the succession planning and leadership

development program. This includes a short-term and long-term succession plan for developing, retaining, and

replacing senior officers. These reviews and succession planning discussions take into account desired leadership

skills, key capabilities, and experience in light of our current and evolving business and strategic direction. Our

directors also have exposure to potential internal succession candidates through Board and Committee

presentations and discussions, as well as informal events and interactions throughout the year.

In addition, the Chair and CEO prepares, and the Board reviews, a short-term succession plan that delineates a

temporary delegation of authority to certain officers of the Company, if some or all of the senior officers should

unexpectedly become unable to perform their duties. The Board also has implemented its own short-term

succession plan in the event any of the directors become temporarily incapacitated or unable to act.

Sustainability Oversight

Our Board is committed to overseeing Nasdaq’s integration of sustainability principles and practices throughout the

enterprise. The Nominating & Governance Committee has formal responsibility and oversight for sustainability

policies, strategy, goals, and programs, and receives regular reporting on related key matters.

We have an internal steering committee for sustainability matters that is co-chaired by executive leaders and is

comprised of a cross-functional group of Nasdaq senior executives. The internal steering committee serves as the

central coordinating body for our sustainability strategy and reports to the Nominating & Governance Committee of

the Board.

We also have an internal team that ultimately reports to the CFO and is responsible for executing our sustainability

strategy; communicating our performance, metrics, and ambitions through our annual sustainability report and

related disclosures; and collaborating with various stakeholders across the organization to ensure a timely and

accurate data gathering and reporting process.

Other Policies and Practices

Shareholder Rights

Nasdaq does not have a classified Board. All directors are elected annually. We also have a majority vote standard

for uncontested director elections.

Our proxy access right allows a shareholder, or group of shareholders, that owns at least 3% of our outstanding

common stock for three years and complies with certain customary requirements, to nominate candidates for

service on the Board and have those candidates included in Nasdaq’s proxy materials. Candidates nominated

pursuant to this provision may constitute up to the greater of two individuals or 25% of the total number of directors

then in office for a particular Annual Meeting of Shareholders.

Shareholders representing 15% or more of outstanding shares for one year can convene a special meeting of

Nasdaq’s shareholders.

For more on our proactive outreach efforts with our shareholders, see “Shareholder Engagement.”

Public Policy Advocacy

As part of our duty to shareholders, employees, and the markets, Nasdaq actively participates in public policy

debates in the United States, Europe, and elsewhere. Nasdaq maintains a vigorous global employee education

program with respect to the Foreign Corrupt Practices Act and other jurisdictional prohibitions on pay-for-play.

In the United States, Nasdaq has the responsibility to use its voice to educate policymakers and regulators.

Nasdaq’s advocacy focuses on policies affecting the capital markets. Nasdaq concentrates its efforts on education

and outreach and utilizes a modest Political Action Committee, or PAC, program, known as the Nasdaq PAC. The

Nasdaq PAC is funded entirely through voluntary employee contributions and supports only federal Congressional

campaigns. Nasdaq’s PAC is governed by a board of employees who vote on every disbursement.

With respect to our European operations, we focus our advocacy programs on active education and engagement

with elected leaders and key policymakers. Our policies in Europe follow prevailing jurisdictional law and preclude

any monetary contributions to political parties, candidates, or their designees.

Nasdaq maintains memberships in multiple associations around the globe that serve as important partners for our

industry, clients, and employees including the World Federation of Exchanges, Federation of European Securities

Exchanges, U.S. Securities Markets Coalition, Equity Markets Association, Partnership for New York City, Business

Roundtable, European Association of Clearing Houses, U.S. Chamber of Commerce, TechNet, and others.

Ethics and Compliance

Nasdaq's Ethics & Compliance Program sets policies and procedures for conducting business in accordance with our

high ethical standards, provides values-based guidance, heightens compliance risk awareness, strengthens

decision-making, and drives sound business performance.

Executive and Board Leadership

Our Management Committee maintains oversight of Nasdaq’s Ethics & Compliance Program through committees,

including a Compliance Council chaired by our Chief Legal, Risk and Regulatory Officer. Further oversight is provided

through the Board’s Audit & Risk Committee, which is responsible for overseeing risks across Nasdaq. Nasdaq’s

Chief Compliance Officer oversees dedicated staff and operations related to the Ethics & Compliance Program.

Policies, Procedures, and Controls

Nasdaq’s Code of Ethics and related policies are applicable to all of our directors, employees (including the principal

executive officer, the principal financial officer, and the controller and principal accounting officer), and other

associates. Our Code of Ethics and related policies outline requirements related to our ethical standards, conflicts of

interest, employee trading activities, personal securities trading activities, self-regulatory organization

responsibilities, regulatory transparency, whistleblowing responsibilities and protections, antitrust laws, anti-bribery

and corruption controls, privacy, data security, sanctions, and trade control laws. As a condition of employment, our

employees are required to annually certify compliance with our Code of Ethics and related policies, as well as attest

to the accuracy of required ethics and financial disclosures. We maintain procedures, systems, and controls to

2026 NASDAQ PROXY STATEMENT

support compliance with core policy requirements and detect potential violations. Additionally, the Board is

governed by a distinct Code of Conduct containing supplemental provisions applicable to directors. The Code of

Ethics and the Code of Conduct for the Board are posted on our website at ir.nasdaq.com.

Insider Trading Policy

Nasdaq has an insider trading policy governing the purchase, sale, and other dispositions of Nasdaq’s securities that

applies to all Nasdaq personnel, including directors, officers, employees, and other covered persons, as well as

Nasdaq itself. Nasdaq also follows procedures for the repurchase of its securities. Nasdaq believes that its insider

trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well

as applicable listing standards. A copy of Nasdaq’s insider trading policy is filed as Exhibit 19.1 to our Form 10-K.

Risk Assessments

We monitor the primary jurisdictions where we operate for significant changes in law that may impact our business.

As part of our annual Code of Ethics and policy review process and through ad hoc reviews, we assess our

compliance policies and adjust them as needed to align with updated regulatory requirements and changes to our

business. We undertake periodic assessments of our risk relative to relevant compliance risk domains and use such

assessments to inform program changes and updates.

Outreach and Training

We perform ongoing training and awareness activities to ensure these policies and requirements are well

understood, clear, and practical across the organization. This includes onboarding sessions held with all new hires

and employees of acquired companies and mandatory annual ethics and compliance training and certifications for all

employees.

Monitoring, Audit, and Response

We undertake regular compliance testing and monitoring, conduct audits to review control design and effectiveness,

and respond to situations where potential non-compliance is detected or reported. Corrective action is taken for

non-compliance, including disciplinary action (up to and including termination of employment) and disclosure to

regulatory bodies when appropriate. Disciplinary action also may include the reduction or elimination of bonuses or

other incentive payments. We investigate instances of non-compliance to assess potential patterns of misconduct

and incorporate findings into policy enhancements, control improvements, and training and outreach programs.

Whistleblower Program and Protections

Nasdaq adheres to all applicable whistleblower laws in the jurisdictions where it operates, ensuring robust

protection for those who report misconduct. This includes full compliance with the EU Whistleblower Directive,

safeguarding the rights and anonymity of whistleblowers within the European Union. To foster an ethical culture

where employees are supported in reporting unethical behavior, Nasdaq provides multiple channels for disclosing

misconduct under our SpeakUp! Program. One element of this program – the SpeakUp! Line – enables anonymous

whistleblowing, including as required by applicable laws and regulations. The SpeakUp! Line is operated by a third

party that is strictly required to protect the anonymity of the reporting individual when requested by the individual,

and the Audit & Risk Committee receives regular reports on the SpeakUp! Line activity. Nasdaq subsidiaries in

Europe that fall under the protection of the EU Whistleblower Directive have adopted the SpeakUp! Line as a secure

and confidential channel for reporting concerns. The SpeakUp! Line is available for both Nasdaq employees and

external parties, including suppliers, business partners, and members of the public.

Employees can contact the appropriate regulator, law enforcement, other government authorities, or others as

authorized by applicable law without notifying Nasdaq in advance or first pursuing internal reporting channels.

Nasdaq does not tolerate retaliation and provides all legal protections afforded under applicable laws and

regulations for individuals reporting alleged misconduct or violations of the law. Nasdaq supports employees by

allowing the disclosure of trade secrets in confidence to relevant government authorities without fear of retaliation,

regardless of the confidentiality or intellectual property agreements the employee has signed with Nasdaq.

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

Nasdaq’s executive officers, as of April 24, 2026, are listed below.


		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.

2026 NASDAQ PROXY STATEMENT


		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.


		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.

Executive

Compensation

Proposal 2:

Approval of the Company’s Executive

Compensation on an Advisory Basis


		The Board unanimously recommends that shareholders vote FOR the approval, on an advisory basis, of the Company’s executive compensation.

We are asking shareholders to approve, on an advisory basis, the Company’s executive compensation as reported in

this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall

compensation of our NEOs and the executive compensation program and practices described in this Proxy

Statement.

We recommend that shareholders read the Compensation Discussion and Analysis that follows. The Compensation

Discussion and Analysis describes our executive compensation program and the executive compensation decisions

made by our Management Compensation Committee and Board in 2025 in more detail. The compensation tables

provide detailed information on the compensation of our NEOs. The Board and the Management Compensation

Committee believe that the compensation program for our NEOs has been effective in meeting the core principles

described in the Compensation Discussion and Analysis in this Proxy Statement.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking

shareholders to approve the following advisory resolution at the 2026 Annual Meeting of Shareholders.

RESOLVED, that the shareholders of Nasdaq, Inc. approve, on an advisory basis, the compensation of Nasdaq’s

NEOs, as disclosed in the Proxy Statement for Nasdaq’s 2026 Annual Meeting of Shareholders pursuant to the

compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the executive

compensation tables, and other related tables and narrative disclosure.

This advisory vote is not binding on the Board or the Management Compensation Committee. Although non-binding,

the Board and the Management Compensation Committee will review and consider the outcome of the vote when

making future decisions regarding our executive compensation program.

At the 2023 Annual Meeting, the Company’s shareholders voted for an annual advisory vote regarding the approval

of executive compensation. Consistent with this preference, we plan to hold an advisory vote on our executive

compensation at each annual meeting of shareholders until the next shareholder vote on Say on Pay frequency.

2026 NASDAQ PROXY STATEMENT

Compensation Discussion and Analysis

Our NEOs

This Compensation Discussion and Analysis, or CD&A, provides a summary of our

executive compensation program and underlying compensation philosophy. While

this CD&A primarily covers the compensation of our 2025 NEOs identified to the

right, the principles underlying our compensation philosophy extend throughout

the organization, support Nasdaq’s growth strategy, and are aligned to create

Adena T. Friedman

Chair and CEO

long-term shareholder value.

Table of Contents


Executive Summary		62
Business Performance Highlights		62
Compensation Program Highlights		64

Decision-Making Framework		65
Compensation Philosophy Guiding Principles		65
Say on Pay Results		66
How We Determine Compensation		66
Role of Compensation Consultant		67
Competitive Positioning		67
Tally Sheets		68

What We Pay and Why		69
Elements of Executive Compensation		69
Pay for Performance		70
Compensation Mix		70

2025 Compensation Decisions		70
Base Salary		70
Annual Cash Incentive Compensation		70
Long-Term Incentive Compensation		73
NEO Compensation Summaries		75

Other Aspects of Our Executive Compensation Program		87
General Equity Award Grant Practices		87
Practices Regarding Timing of RSU and PSU Grants		87
Policies and Practices Regarding the Timing of Certain Option- Like Instruments		87
Benefits		87
Severance		87
Other		88

Risk Mitigation and Other Pay Practices		88
Risk Assessment of Compensation Program		88
Stock Ownership Guidelines		88
Stock Holding Guidelines		89
Trading Controls and Hedging and Pledging Policies		89
Incentive Recoupment Policies		89
Tax and Accounting Implications of Executive Compensation		89

Sarah Youngwood

EVP and CFO

Tal Cohen

President

P.C. Nelson Griggs

President

Bradley J. Peterson

EVP and CIO/CTO


		CD&A

Executive Summary

Compensation decisions made for 2025 reflected Nasdaq’s strong financial and operational performance as well as

a continued emphasis on variable, at-risk compensation paid over the long-term. Our compensation program is

designed to attract, retain, and empower employees to successfully execute the Company’s growth strategy. The

building blocks of our Total Rewards Program are described below.

Business Performance Highlights

In 2025, Nasdaq achieved robust revenue growth, accelerated innovation of our products and services, and

successfully delivered across our three strategic priorities: Integrate, Innovate, and Accelerate, all of which

contributed to strong financial results and delivered long-term value for our shareholders. Our 2025 performance in

a dynamic economy furthered our transformation into a leading technology platform that powers the world’s

economies, the innovation economy, and safeguards trust in the financial system.

•We achieved record net revenues in 2025 of $5.2 billion, an increase of 13% from 2024.

•We generated $3.1 billion in ARR as of December 31, 2025, an increase of 10% over the fourth quarter of 2024.

Financial Technology ARR growth was 14% and Capital Access Platforms ARR growth was 8%.

•We successfully delivered on our 2025 strategic priorities – Integrate, Innovate, Accelerate – enabling us to

capitalize on growing opportunities for scalable and resilient growth.

—Integrate: We were able to achieve our net expense synergy and deleveraging goals, doubling our initial

$80 million net expense synergies target announced upon the acquisition of AxiomSL and Calypso to fully

action $160 million in net expense efficiencies from an expanded efficiency program.

—Innovate: We continued to advance our AI-powered solutions and product offerings throughout 2025,

including the development of agentic AI for our Verafin clients. As Nasdaq continues the journey towards

Always-On markets, we submitted a proposal to the SEC to allow us to operate our markets 23 hours a

day, 5 days a week (23/5 trading), which was approved by the SEC in April 2026. Additionally, we

submitted a proposal to the SEC to facilitate the trading of tokenized securities on our markets, which was

approved in March 2026.

—Accelerate: We continued to make progress on our One Nasdaq strategy, completing 42 cross-sell deals

from the completion of the AxiomSL and Calypso acquisition through December 31, 2025 and furthering

our geographic expansion, with 15 new countries served since the acquisition of AxiomSL and Calypso.

We have achieved $45 million in run-rate revenue from cross-sells and remain on track to exceed our goal

of $100 million in run-rate revenue from cross-sells by exit 2027.

•We extended our listings leadership in 2025 with our seventh consecutive year as the top U.S. exchange by

proceeds raised and executed the largest exchange transfer ever. For the year, we welcomed eligible U.S.

operating company IPOs that raised over $24 billion in total proceeds. We achieved a record-setting year for

our listings switch program in 2025 with $1.2 trillion of market value switching to Nasdaq, including Walmart,

the largest exchange transfer on record.

•Our Index ETP AUM and net inflows achieved new records, with our ETP AUM reaching a record $882 billion as

of December 31, 2025 and a record $99 billion of net inflows over the twelve months ending December 31,

2025. The Index business launched a record 122 new products with its clients, approximately half of which

were international and 32 were within the institutional insurance annuity space.

•While continuing our efforts to modernize markets, our Market Services division achieved record full year net

revenue. The division also saw impressive growth due to increases in index options revenue and higher

volumes in U.S. equity derivatives, U.S. cash equities, and European cash equities.

2026 NASDAQ PROXY STATEMENT

•We increased our quarterly dividend by 13% to $0.27 per share during 2025 driven by our strong free cash flow.

We also advanced our deleveraging goal, repaying $826 million of outstanding indebtedness during 2025.

•Our strong free cash flow has enabled us to continue to return cash to shareholders and meet our deleveraging

goals ahead of schedule. We returned more than $1.2 billion to shareholders in 2025 through our share

repurchase program and quarterly dividends, and an aggregate of approximately $2.6 billion over the last three

years.


		CD&A

Compensation Program Highlights

We believe our compensation program enables us to compete successfully for top talent and to build an effective

leadership team. It also is designed to encourage decisions and behaviors that align with the short and long-term

interests of our shareholders. Highlights include the following:

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.

2026 NASDAQ PROXY STATEMENT


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

Decision-Making Framework

We design our executive compensation program to reward financial performance, operational

excellence, effective strategic leadership, and achievement of division and business unit goals and

objectives, which are key elements in driving shareholder value and sustainable growth. The

program is also designed to enable us to compete successfully for top talent, incentivize and

reward our executives for performance that exceeds expectations, and build an effective

leadership team. Our compensation program is grounded in best practices and ethical and

responsible conduct.

Compensation Philosophy Guiding Principles

On an annual basis, the Management Compensation Committee reviews our compensation

philosophy, programs, and practices to ensure that they meet the needs of both the Company

and the shareholders. The guiding principles of our compensation philosophy are outlined on

the following page.


		CD&A

Guiding Principles

Pay for Performance

A substantial portion of

compensation is variable or at-risk

and directly linked to Company,

division or business unit, and

individual performance.

Retention

Our long-term incentive award

vesting periods overlap, continually

ensuring that a portion of previously

granted equity remains unvested.

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.

Internal Equity

Compensation considers the

different levels of responsibilities,

scope, risk, performance, and

future potential of our executives.

Collateral Implications

Our total compensation mix

encourages executives to take

appropriate, but not excessive, risks

to improve our performance and

build long-term shareholder value.

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.

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.


		CD&A

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.

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.

2026 NASDAQ PROXY STATEMENT

What We Pay and Why

Elements of Executive Compensation


	Element	Description	Objectives

FIXED	Base Salary	Fixed amount of compensation for service during the year	Reward scope of responsibility, experience, and individual performance

AT-RISK	Annual Incentive Compensation	At-risk compensation, dependent on goal achievement Formula-driven annual incentive linked to corporate financial, division or business unit financial, and strategic objectives and other organizational priorities	Promote strong business results by rewarding value drivers, without creating an incentive to take excessive risk Serve as key compensation vehicle for rewarding results and differentiating individual performance each year
AT-RISK	Long-Term Incentive Compensation	Award values are granted based on market competitive norms and individual performance PSUs1 are paid in shares of common stock upon vesting based on three- year relative TSR ranking compared to peers and to the broad market, over each cycle RSUs are paid in shares of common stock, which have time-based vesting over four years from the grant date	Motivate and reward executives for outperforming peers over several years Ensure that executives have a significant stake in the long-term financial success of the Company, aligned with the shareholder experience Promote longer-term retention

BENEFITS	Retirement, Health, and Welfare	Retirement savings programs Competitive welfare benefits Deferred compensation plan	Provide market-competitive benefits to attract and retain top talent

SEVERANCE	Involuntary Termination Without Cause, Voluntary Termination with Good Reason or Retirement	Specified amounts under employment arrangements with some executive officers Discretionary guidelines, for involuntary terminations without cause	Assist in attracting and retaining top talent Provide transition assistance Promote smooth succession planning upon retirement Allow the Company to obtain release of employment-related claims
SEVERANCE	Termination Due to Change in Control (“Double Trigger”)	Severance and related benefits paid upon termination without cause or resignation for good reason in connection with a change in control Accelerated equity vesting upon qualifying termination post-change in control	Retention of executives through a change in control Preserve executive objectivity when considering transactions in the best interest of shareholders Assist in attracting and retaining top talent

OTHER	Limited Perquisites	Limited additional benefits provided to certain executives	Provide nominal additional assistance that allows executives to focus on their duties

1. In 2024, we also granted PSUs with a two-year performance period to certain NEOs, as further described below.


		CD&A

Pay for Performance

Nasdaq’s executive compensation program is designed to deliver pay in accordance with corporate and division or

business unit financial and strategic objectives as well as individual performance, levels of responsibility, and

breadth of knowledge and experience.

Our program’s intention is to align the interests of our executives with the interests of our shareholders and to link

executive compensation with the drivers of short-term and long-term value creation. A large percentage of total

target compensation is “at-risk” through long-term equity awards and annual cash incentive awards. These awards

are linked to actual performance and include a substantial portion of equity.

Compensation Mix

The mix of total target direct compensation for our NEOs in 2025 is shown below. At-risk pay is comprised of the

target annual cash incentive award and the target equity award. The annual cash incentive award and the PSU

portion of the equity award are performance-based.

NEOs – 2025 Total Target Direct Compensation Mix

Base salary 9%

Target Annual Cash Incentive Award 20%

Target Equity Award 71%

At-Risk Pay 91% (20% + 71%)

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.

2026 NASDAQ PROXY STATEMENT

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:



Corporate Financial Objectives		Strategic Objectives
•operating income (on a run rate basis), which measures business efficiency and profitability •net revenues, which measure the ability to drive revenue growth • ARR, which measures our progress towards being a scalable platform company		•defined corporate, division, or business unit-specific goals that contribute to the Company’s long-term strategy execution and performance


Division/Business Unit Financial Objectives		Strengthening Nasdaq Culture
•defined division or business unit-specific goals that contribute to the Company’s revenue growth and profitability •ARR, a key performance metric used to assess the growth of our recurring business within the division or business unit		•defined objectives to enhance culture within the Company, promote employee engagement, and improve operational efficiency

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.


		CD&A

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.

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%

1.Operating income (run rate) reflects our non-GAAP operating income adjusted to exclude the impact of (i) changes in foreign

exchange rates; (ii) severance; (iii) divestitures; (iv) outperformance on certain beta driven metrics; (v) one-time, regulatory-

related contra-expenses; (vi) and a Calypso revenue adjustment to reflect ARR in line with the recurring nature of these revenues.

Non-GAAP operating income differs from U.S. GAAP operating income due to the exclusion of the following items: amortization

expense of acquired intangible assets; merger and strategic initiatives expense; restructuring charges; and certain other

expenses that are not part of ongoing business expenses. For a discussion of non-GAAP adjustments, see Annex A.

2.Net revenues exclude the impact of (i) changes in foreign exchange rates; (ii) divestitures; and (iii) a Calypso revenue adjustment

to reflect ARR in line with the recurring nature of these revenues.

3.ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This

excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics.

ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. For further

information on our ARR calculations, including with respect to our AxiomSL and Calypso products, please see our Form 10-K.

The Management Compensation Committee and/or the Board assessed each NEO’s achievement of the division or

business unit financial objectives and strategic objectives in 2025, as set forth in the NEO Compensation Summaries

beginning on page 75. Specific metrics for these goals are not disclosed for competitive reasons. However, 100% of

our NEO goals were defined with quantifiable performance metrics and were approved by the Management

Compensation Committee and/or the Board. No discretion was applied to any specific goal scoring for our NEOs.

2026 NASDAQ PROXY STATEMENT

Long-Term Incentive Compensation

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.

Amount of Shares a Grantee May Receive Based Upon Achievement


Percentile Rank of Nasdaq’s Three-Year TSR Versus the Relevant Group	Resulting Shares Earned

>= 85th Percentile	200%
67.5th Percentile	150%
50th Percentile	100%
25th Percentile	50%
15th Percentile	30%
0 Percentile	0%

For levels of achievement between points, the resulting shares earned will be calculated based on straight-line

interpolation.

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.

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


		CD&A

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.

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.

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%
2023 Three-Year PSU Award	52.8%	50%	Based on Relative TSR Against Peers1	46th	92.2%	119.5%

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.

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.

2026 NASDAQ PROXY STATEMENT

NEO Compensation Summaries

Adena T. Friedman

Chair and CEO

2025 Total Target Direct Compensation Mix

Base salary: 7%

Target Annual Cash Incentive Award: 20%

Target Equity Award: 73%

At-Risk Pay: 93% (20% + 73%)

2025 Performance Highlights

•Reported record net revenues of $5.2 billion, an increase of 13% as compared to 2024, including a

12% increase to $4.0 billion for our Solutions revenue (comprised of revenue from our Capital Access

Platforms and Financial Technology segments).

•ARR increased to $3.1 billion as of December 31, 2025, up 10% compared to 2024. Our Financial

Technology segment demonstrated strong growth, as ARR increased 14% compared to 2024.

•Led Nasdaq’s efforts to achieve its strategic goals of Integrate, Innovate, Accelerate. Nasdaq

actioned $160 million in net expense efficiencies as of the end of 2025, surpassing its $80 million net

expense synergy target announced with the acquisition of AxiomSL and Calypso; announced key

strategic partnerships across our businesses; and furthered revenue growth, enabling Nasdaq to

deliver long-term growth to our shareholders.

•Extended listing leadership in 2025 with Nasdaq’s seventh consecutive year as the top U.S. exchange

by number of IPOs and proceeds raised. Nasdaq achieved a record $1.2 trillion of market

capitalization in annual switches, including the marquee transfer of Walmart, the largest exchange

transfer ever.

•Continued the integration of AxiomSL and Calypso through increased cross-sells, with a total of 42

cross-sells since the acquisition, reflecting the strength of the One Nasdaq strategy.

•Advanced Nasdaq’s efforts to modernize markets, including through the filing of proposals to the SEC

to facilitate the trading of tokenized securities on our markets (which was approved in March 2026)

and to bring 23/5 trading to the Nasdaq Stock Market (which was approved in April 2026).

•Positioned Nasdaq to bring AI at scale in our products and on the business, including implementing AI

solutions across our offerings, leading the adoption of agentic AI workers by more than 350 Verafin

clients, and overseeing the integration of more than 150 AI enterprise agents in Nasdaq.


		CD&A

2025 Compensation Elements

In setting Ms. Friedman’s 2025 annual compensation, the Management Compensation Committee and Board

considered her performance and a review of the competitive positioning of her overall compensation as

compared to the compensation of similar officers at companies in our peer group.

As shown in the table below, for 2025, the Management Compensation Committee and Board increased Ms.

Friedman's base salary from $1,250,000 to $1,400,000, and target annual cash incentive award from

$3,750,000 to $4,200,000, effective March 31, 2025. The Management Compensation Committee also

increased the target grant date value of Ms. Friedman's equity award from $13,000,000 to $15,000,000.

The Management Compensation Committee and Board noted that Ms. Friedman's leadership has driven

significant growth and innovation, and positioned Nasdaq for long-term success. She entered into a new

five-year employment agreement in March 2025, which demonstrates her continued commitment to the

Company.


	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

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.

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.


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

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.

2026 NASDAQ PROXY STATEMENT

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.


Target PSUs Awarded in 2023	Actual Performance as Percent of Target	PSUs Earned

191,176	119.5%	228,455

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.


Target PSUs Awarded in 2024	Actual Performance as Percent of Target	PSUs Earned

20,870	200.0%	41,740


		CD&A

Sarah Youngwood

EVP and CFO

2025 Total Target Direct Compensation Mix

Base salary: 9%

Target Annual Cash Incentive Award: 18%

Target Equity Award: 73%

At-Risk Pay: 91% (18% + 73%)

2025 Performance Highlights

•Surpassed our expanded efficiency program net expense target, with over $160 million in expense

efficiencies actioned as of the end of 2025, as compared to the $80 million net expense synergies

goal announced with the acquisition of AxiomSL and Calypso.

•Led our deleveraging initiative by repaying $826 million of outstanding indebtedness during 2025,

including repaying our outstanding 2025 notes and repurchasing other outstanding notes.

•Increased our quarterly dividend by 13%, or $0.03 per share, to $0.27 per share and returned $616

million to shareholders through our share repurchase program, for an aggregate of over $1.2 billion

returned to shareholders in 2025.

•Drove Nasdaq’s growth in generating cash flow from operations, generating $2.3 billion in 2025, up

16% from $1.9 billion in 2024.

•Strengthened shareholder engagement in 2025 through more than 430 investor meetings,

representing approximately 55% of our outstanding shares. In 2025, we broadened our investor

base and welcomed a number of new shareholders, including 29 investors with positions exceeding

100,000 shares.

2025 Compensation Elements

As shown in the table below, for 2025, the Management Compensation increased Ms. Youngwood'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. In accordance with the terms of her employment offer letter, Ms.

Youngwood was granted an equity award with a target grant date value of $6,000,000. In determining

this compensation, the Management Compensation Committee assessed Ms. Youngwood's overall

performance and market competitive positioning.

2026 NASDAQ PROXY STATEMENT


	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

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.

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.


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

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.


		CD&A

Tal Cohen

President

2025 Total Target Direct Compensation Mix

Base salary: 9%

Target Annual Cash Incentive Award: 18%

Target Equity Award: 73%

At-Risk Pay: 91% (18% + 73%)

2025 Performance Highlights

•Delivered exceptional Financial Technology segment growth with more than 14% revenue and ARR

growth as compared to 2024, driven by increases from existing and new clients, upsells, and cross-

sells. Nasdaq has completed 42 cross-sells since the completion of the acquisition of AxiomSL and

Calypso.

•Advanced the modernization of capital markets, including submitting a rule filing to the SEC to enable

the trading of tokenized securities on Nasdaq’s markets (which was approved in March 2026) and

preparing for the introduction of 23/5 trading on The Nasdaq Stock Market (which was approved in

April 2026).

•Achieved record net revenue of $1.2 billion within the Market Services division, 18% growth from

2024, driven by higher volumes in U.S. equity derivatives, U.S. cash equities, and European cash

equities.

•Sustained leadership in U.S. equities, retaining Nasdaq's position as the single largest exchange for

equity trading while maintaining the highest market share in the U.S. multiply-listed options market.

•Strengthened Nasdaq's competitive positioning in U.S. markets, with over half of U.S. equities

industry volume and over half of the market capitalization of U.S. domiciled companies derived from

issuers listed on Nasdaq exchanges.

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.

2026 NASDAQ PROXY STATEMENT


	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

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.

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.


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

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.


		CD&A

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.


Target PSUs Awarded in 2023	Actual Performance as Percent of Target	PSUs Earned

36,764	119.5%	43,932

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.


Target PSUs Awarded in 2024	Actual Performance as Percent of Target	PSUs Earned

6,421	200.0%	12,842

2026 NASDAQ PROXY STATEMENT

P.C. Nelson Griggs

President

2025 Total Target Direct Compensation Mix

Base salary: 11%

Target Annual Cash Incentive Award: 22%

Target Equity Award: 67%

At-Risk Pay: 89% (22% + 67%)

2025 Performance Highlights

•Extended listings leadership in the U.S. by proceeds raised for the seventh consecutive year and

secured three of the top five IPOs of 2025, including Medline, the year’s largest, and 16 of the top 30,

collectively welcoming eligible U.S. operating companies that raised an aggregate of over $24 billion

in proceeds.

•Attained a record year for switches with over $1.2 trillion of market value switching to Nasdaq,

including Walmart, the largest exchange transfer in history.

•Delivered on Index innovation, launching a record 122 new products in 2025, which included 60

international products and 32 in the institutional insurance annuity space. The Index business had a

strong year, with a record end-of-period ETP AUM of $882 billion.

•Launched new AI features and enhancements across solutions including Boardvantage, Nasdaq IR

Insight, and eVestment, with strong adoption of AI tools among customers.

•Expanded the distribution of Nasdaq's private market data through partnerships with LSEG and

Juniper Square, furthering our role in capital deployment across the global private markets ecosystem.

2025 Compensation Elements

As shown in the table below, for 2025, the Management Compensation Committee increased Mr. Griggs’

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. Griggs’ equity award from $4,000,000 to $4,500,000. In determining these

compensation changes, the Management Compensation Committee assessed Mr. Griggs’ performance, the

overall performance of our Capital Access Platforms division, and market competitive positioning.


	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

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.


		CD&A

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.


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

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.

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.


Target PSUs Awarded in 2023	Actual Performance as Percent of Target	PSUs Earned

36,764	119.5%	43,932

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.


Target PSUs Awarded in 2024	Actual Performance as Percent of Target	PSUs Earned

6,421	200.0%	12,842

2026 NASDAQ PROXY STATEMENT

Bradley J. Peterson

EVP and CIO/CTO

2025 Total Target Direct Compensation Mix

Base salary: 13%

Target Annual Cash Incentive Award: 23%

Target Equity Award: 64%

At-Risk Pay: 87% (23% + 64%)

2025 Performance Highlights

•Expanded Nasdaq’s generative AI platform and deployed more than 150 enterprise AI agents and an AI

Digital Workforce into production.

•Migrated the Nasdaq PHLX exchange to Fusion, Nasdaq’s next-generation derivatives platform, and

the Nasdaq BX Options Market (now NTX Options) to the AWS cloud platform.

•Completed the successful integration of AxiomSL and Calypso into Nasdaq, which included cloud

operations, system reliability, and compliance with information security standards and controls.

•Scaled our cloud platforms to capture organic growth across the business, especially within Market

Services, Index, and Financial Technology.

•Continued Nasdaq’s operational excellence initiatives to engineer and operate Nasdaq’s and our

customers’ critical infrastructure with high performance, resiliency, reliability, capacity, and security.

2025 Compensation Elements

For 2025, the Management Compensation Committee maintained Mr. Peterson’s base salary, increased his

target annual cash incentive award from $975,000 to $1,137,500, and increased the target grant date

value of Mr. Peterson’s equity award from $3,000,000 to $3,200,000. In determining these compensation

changes, the Management Compensation Committee assessed Mr. Peterson’s performance, the overall

performance of our global technology team, and market competitive positioning.


	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

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.


		CD&A

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.


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

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.

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.


Target PSUs Awarded in 2023	Actual Performance as Percent of Target	PSUs Earned

36,764	119.5%	43,932

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.


Target PSUs Awarded in 2024	Actual Performance as Percent of Target	PSUs Earned

4,816	200.0%	9,632

2026 NASDAQ PROXY STATEMENT

Other Aspects of Our Executive Compensation Program

General Equity Award Grant Practices

The Management Compensation Committee and the Board approve annual equity awards on a regular first-quarter

schedule, which is determined well in advance and without regard to any material Company news announcements.

We believe that the current and expected expense and share utilization are reasonable and justified in light of the

Management Compensation Committee’s goals of aligning the long-term interests of officers and employees with

those of shareholders and rewarding officers for long-term relative TSR growth while retaining a strong

management team. We actively monitor the expense and share utilization associated with annual grants and are

committed to adjusting grant practices if and when appropriate.

Throughout the performance periods for equity awards, the Management Compensation Committee receives

updates on the executives’ progress in achieving applicable performance goals and monitors the compensation

expense and share run rate that the Company is incurring for outstanding equity awards.

The reference price for calculating the value of equity awards granted is the closing market price of Nasdaq’s

common stock on the grant date. Existing equity ownership levels are not a factor in award determinations as we do

not want to discourage senior executives from holding significant amounts of our common stock.

Practices Regarding Timing of RSU and PSU Grants

Generally, we grant RSUs and PSUs on an annual basis on a regular second-quarter schedule. Our annual equity

grants to executives, and employees eligible to receive equity awards, occur on or about April 1 of each year, which

date is several weeks prior to our release of quarterly earnings for the first quarter of the fiscal year. In addition to

the regular-cycle annual equity awards, the Management Compensation Committee may also make “off-cycle”

grants of RSUs, PSUs or other equity awards in connection with an employee’s initial hire, promotion, or retention or

for other reasons. We do not time the disclosure of material nonpublic information for the purpose of affecting the

value of executive compensation for NEO grants.

Policies and Practices Regarding the Timing of Certain Option-Like

Instruments

We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.

Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of

material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate

steps to take in relation to the foregoing.

Benefits

We provide a comprehensive benefits program to our executive officers, including the NEOs, which mirrors the

program offered to all employees of the Company. These benefits include, among other components, health and

welfare benefits and participation in the Company’s ESPP. Under these plans, our NEOs participate on the same

terms as other employees.

Severance

Except in employment agreements and other agreements for certain executive officers as described in this Proxy

Statement, we are not obligated to pay general severance or other enhanced benefits to any NEO upon termination

of his or her employment. However, the Management Compensation Committee and/or the Board has the discretion

to pay severance. Severance decisions do not influence other compensation decisions, which are focused on

motivating our executives to remain with Nasdaq and contribute to our future success.

Change in control severance is addressed in employment agreements for certain NEOs, as described in this Proxy

Statement, and in a change in control severance policy for NEOs without an employment agreement. We believe that

the terms for triggering payment under these arrangements are appropriate. For example, these arrangements are

what is known as a “double trigger,” meaning that severance resulting from a change in control is paid only upon the

occurrence of both a change in control of the Company and a qualifying loss of employment. In addition, a change in

control under these arrangements is limited to situations where the acquiror obtains a majority of Nasdaq’s voting

securities or the current members of our Board (or their approved successors) cease to constitute a majority of the

Board. We do not provide tax gross-ups in connection with the change in control excise tax.


		CD&A

For further information on Nasdaq’s limited severance arrangements, see “Employment Agreements and Potential

Payments Upon Termination or Change in Control.”

Other

Because our executive compensation program emphasizes pay for performance, it includes only immaterial

perquisites for our executives. We do not provide tax gross-up payments on perquisites.

The Company has established a security program for the protection of our executive officers. In 2025, the Company

retained an external consultant to review the program, benchmark it against peer programs, and make

recommendations regarding potential enhancements. The program tailors protection measures for our executives

based upon role, location, travel plans, and the external security environment. We believe costs associated with the

security program are necessary and appropriate business expenses.

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.


Title	Value of Shares Owned

Chair and CEO	12 x base salary
Presidents	6 x base salary
CFO	6 x base salary
Management Committee Members	4 x base salary
Other EVPs	3 x base salary

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.

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.

Management Compensation Committee Report

The Management Compensation Committee reviewed and discussed the Compensation Discussion and Analysis

with management. After such discussions, the Management Compensation Committee recommended to Nasdaq’s

Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by

reference into our Form 10-K.

The Management Compensation Committee


Jeffery W. Yabuki	Melissa M. Arnoldi	Kathryn A. Koch	Michael R. Splinter	Toni Townes-Whitley
(Chair)

Management Compensation Committee Interlocks and Insider Participation

None of the members of the Management Compensation Committee is an executive officer, employee, or former officer of

Nasdaq. With the exception of Ms. Friedman, none of Nasdaq’s executive officers serves as a current member of the Nasdaq

Board. None of Nasdaq’s executive officers serves as a director or a member of the compensation committee of any entity that

has one or more executive officers serving on the Nasdaq Board or Management Compensation Committee.

2026 NASDAQ PROXY STATEMENT

Executive Compensation Tables

The following tables, narrative, and footnotes present the compensation of the NEOs during 2025 in the format

mandated by the SEC.

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

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.


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

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.


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

2026 NASDAQ PROXY STATEMENT

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

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.”

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

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.

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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

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).

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.


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

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.

Employment Agreements and Potential Payments Upon

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

Employment Agreement

Ms. Friedman's employment agreement, dated March 11, 2025, provides for the continuation of her role as Chair and

CEO of Nasdaq through January 1, 2030 (unless terminated earlier by Nasdaq or Ms. Friedman).

Ms. Friedman’s employment agreement provides for:

•an annual base salary of $1,400,000;

•a target annual bonus opportunity of 300% of base salary;

•continued eligibility to receive equity awards in accordance with the terms of the Equity Plan; and

•other benefits consistent with those received by other senior executives of Nasdaq.

The agreement provided that the target value at the time of grant for Ms. Friedman’s 2025 equity award was not

less than $15,000,000, which award was granted on April 1, 2025.

Upon termination of her employment by Nasdaq without cause or by Ms. Friedman for good reason, Ms. Friedman

will receive:

•cash severance in an amount equal to the sum of two times her base salary, two times her target bonus, and a

pro-rata target bonus with respect to the year in which the termination occurs;

•continued vesting of any outstanding equity awards for 24 months (with performance-based vesting based on

actual performance);

•18 months of continued health and welfare coverage at active employee rates; and

•a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.

Ms. Friedman may provide the Board with 12-months’ advance written notice of her intent to terminate her

employment due to retirement, provided that such notice may not be given prior to December 31, 2027.

In connection with retirement, Ms. Friedman will continue to receive:

•all elements of her compensation package through the end of the retirement notice period;

•a pro-rata target bonus with respect to the year in which the retirement occurs;

•continued vesting of any outstanding equity awards (with performance-based vesting to be based on actual

performance);

•18 months of continued health and welfare coverage at active employee rates; and

•a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.

Option Award

On January 3, 2022, the Management Compensation Committee and Board granted Ms. Friedman a one-time,

performance-based stock option award with a value of $10 million. The grant provides strong motivation to deliver

long-term stock price appreciation in alignment with shareholder interests over her future tenure as Chair and CEO.

The entire award will become valuable only to the extent that Nasdaq’s shareholders benefit from future increases in

2026 NASDAQ PROXY STATEMENT

Nasdaq’s share price. Additionally, 50% of the grant vesting is contingent upon achieving a cumulative 5-year EPS

target; the remaining 50% will vest after 5 years.

EPS was determined to be the most appropriate financial metric, since it will reflect Nasdaq’s organic and inorganic

earnings growth over time and will be a key driver of longer-term TSR.

The performance condition for the vesting of the performance-based component of the award will be satisfied if

Nasdaq’s fully diluted compounded annual EPS growth for the period of January 1, 2022 through December 31, 2026

is at least 3.0%. For purposes of the award, “fully diluted EPS” means EPS on a fully diluted basis and shall be

determined by the Management Compensation Committee in accordance with the same non-GAAP EPS

methodology used by Nasdaq for its external financial reporting. (For a discussion of non-GAAP adjustments, see

Annex A.)

In making this determination, the Management Compensation Committee or Board may include or exclude the effect

of any one or more of the applicable extraordinary events described in our Equity Plan that may occur during the

performance period. The Management Compensation Committee may also decide to include or exclude share

buybacks or share issuances in making this determination.

Sarah Youngwood

Employment Offer Letter

Ms. Youngwood’s employment offer letter, dated August 31, 2023, provides for the following compensation:

•an annual base salary of $700,000;

•a target annual cash incentive award of no less than $1,400,000; and

•a one-time equity grant of $10,000,000 in December 2023.

Pursuant to the terms of her employment letter, Ms. Youngwood received an equity award of $6,000,000 in April

2025.

If Nasdaq terminates Ms. Youngwood’s employment, other than for cause or if she voluntarily resigns for good

reason, Ms. Youngwood will be entitled to the following payments:

•a severance payment equal to 150% of her base salary plus 100% of her target bonus opportunity;

•a pro-rata target bonus for the calendar year in which the date of termination occurs; and

•a lump sum payment to reduce the cost of 12 months of COBRA health insurance coverage to the active Nasdaq

employee rate.

If a termination occurs prior to the full vesting of her one-time equity award, which was granted on December 6, 2023

and vests ratably over a three-year period beginning December 6, 2024, then the full amount of such award shall vest

upon such termination date, and the outstanding PSUs will vest based on the target performance amount. Any other

unvested equity at the time of such termination of employment will continue to vest for an additional 18 months after

termination, and her PSUs will vest based on applicable performance during the relevant performance period.

Tal Cohen

Employment Agreement

Mr. Cohen's employment agreement, dated March 10, 2025, provides for the continuation of his role as a President

of Nasdaq through January 1, 2030 (unless terminated earlier by Nasdaq or Mr. Cohen).

Mr. Cohen’s employment agreement provides for:

•an annual base salary of $750,000;

•a target annual bonus opportunity of 200% of base salary;

•continued eligibility to receive equity awards in accordance with the terms of the Equity Plan; and

•other benefits consistent with those received by other senior executives of Nasdaq.

The agreement provided that the target value at the time of grant for Mr. Cohen’s 2025 equity award was not less

than $6,000,000, which award was granted on April 1, 2025.

His employment agreement also provided for a special equity award under the Equity Plan with a target value at the

time of grant of $7,000,000, which award was granted on April 1, 2025 and was comprised of (i) 50% restricted

stock units that vest ratably over three years, subject to Mr. Cohen’s continued employment through each vesting

date and (ii) 50% performance-based stock units that will vest on December 31, 2027, subject to Mr. Cohen’s

continued employment through the vesting date and the achievement of the performance goals set forth in the

applicable award agreement. This special grant was reflective of Mr. Cohen’s strong performance, his future

commitment to Nasdaq, and associated employment-related restrictive covenants. The award was designed to both

reward Mr. Cohen’s impact on Nasdaq and promote retention. The combination of Mr. Cohen’s 2025 annual equity

award and his 2025 special equity award was heavily weighted towards performance-based PSUs, comprising

approximately 64% of the total target value in three-year PSUs based on total shareholder return, compared to 36%

of the target value in RSUs.

Upon termination of his employment by Nasdaq without cause or by Mr. Cohen for good reason, Mr. Cohen will

receive:

•cash severance in an amount equal to the sum of 1.5 times his base salary, 1.5 times his target bonus, and a pro-

rata target bonus with respect to the year in which the termination occurs;

•continued vesting of any outstanding equity awards for 12 months (with performance-based vesting based on

actual performance);

•18 months of continued health and welfare coverage at active employee rates; and

•a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.

Mr. Cohen may provide the Board with 12-months’ advance written notice of his intent to terminate his employment

due to retirement, provided that such notice may not be given prior to January 1, 2027. In connection with

retirement, Mr. Cohen will continue to receive:

•his base salary through the end of the retirement notice period;

•a pro-rata target bonus with respect to the year in which the retirement occurs;

•continued vesting of any outstanding equity awards granted prior to the commencement of the retirement notice

period and pro-rata vesting of any outstanding equity awards granted during the retirement notice period (with

performance-based vesting based on actual performance);

•18 months of continued health and welfare coverage at active employee rates; and

•a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.

Bradley J. Peterson

Employment Agreement

Mr. Peterson's employment agreement, dated March 10, 2025, provides for the continuation of his role as Chief

Information and Chief Technology Officer of Nasdaq through January 1, 2028 (unless terminated earlier by Nasdaq

or Mr. Peterson).

Mr. Peterson’s employment agreement provides for:

•an annual base salary of $650,000;

•a target annual bonus opportunity of 175% of base salary;

•continued eligibility to receive equity awards in accordance with the terms of the Equity Plan; and

•other benefits consistent with those received by other senior executives of Nasdaq.

The agreement provided that the target value at the time of grant for Mr. Peterson’s 2025 equity award was not less

than $3,200,000, which award was granted on April 1, 2025.

Upon termination of his employment by Nasdaq without cause or by Mr. Peterson for good reason, Mr. Peterson will

receive:

•a pro-rata target bonus with respect to the year in which the termination occurs;

•continued vesting of any outstanding equity awards (with performance-based vesting based on actual

performance);

•18 months of continued health and welfare coverage at active employee rates; and

•a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.

Mr. Peterson may provide the Board with 12-months’ advance written notice of his intent to terminate his

employment due to retirement, provided that such notice may not be given prior to December 31, 2026. In

connection with retirement, Mr. Peterson will continue to receive:

•his base salary through the end of the term and his target bonus for 2027, without proration;

•continued vesting of any outstanding equity awards granted prior to the commencement of the retirement notice

period and pro-rata vesting of any outstanding equity awards granted during the retirement notice period (with

performance-based vesting to be based on actual performance);

2026 NASDAQ PROXY STATEMENT

•18 months of continued health and welfare coverage at active employee rates; and

•a one-time cash payment equal to $45,000 to subsidize the cost of financial and tax services.

Involuntary Termination Not for Cause or Voluntary Termination

with Good Reason

Other Severance for NEOs

Severance payments and benefits payable to NEOs not subject to an employment agreement or other severance

arrangement would be made at the sole discretion of the Company and the Management Compensation Committee.

These payments are based on historical practices and predetermined guidelines that typically include (i) a payment

consisting of 1.5 times base salary plus target bonus for the year, (ii) the payment of a pro-rata bonus for the year in

which the termination occurred, (iii) continued vesting of PSUs and RSUs for 18 months, with any performance-

based vesting based on actual performance goals during the respective performance periods, (iv) 12 months of

health and welfare benefits, and (v) outplacement services. These amounts may be paid in a lump sum or

periodically at the discretion of the Company or the Management Compensation Committee.

ECIP

Under the ECIP and unless otherwise set forth in their employment agreement, in the event an NEO’s employment is

terminated for any reason other than death, disability, or retirement, the executive’s right to a cash incentive plan

compensation award for the year of termination is forfeited. The Management Compensation Committee, in its sole

discretion, may pay a pro-rata cash incentive compensation award to the executive for the year of termination.

Death or Disability

Employment Agreements or Arrangements

Under the employment agreements with Ms. Friedman, Mr. Cohen and Mr. Peterson, in the event of death or

permanent disability, the executive is entitled to a pro-rata target bonus for the year of termination. Additionally, the

executive (or their estate) is entitled to accelerated vesting of all unvested equity awarded as of December 31st of

the year of termination, with any performance-based vesting based on actual performance goals during any

complete performance periods and vesting at target performance for grants vesting prior to the completion of a

performance cycle.

If Ms. Youngwood’s employment terminates due to her retirement (meaning at least age 55 with at least five years of

service with Nasdaq), death, or permanent disability, all her unvested PSUs and RSUs will continue to vest as though

she continued employment through the applicable vesting and/or performance periods. The PSUs will vest based on

applicable performance during the relevant performance period.

ECIP

Under the ECIP, an NEO may, in the discretion of the Management Compensation Committee, receive a pro-rata

portion of his or her incentive compensation award in the event of death or disability.

Equity Plan

Unless set forth in a separate employment agreement or offer letter, under the relevant terms and conditions of the

Equity Plan and the individual equity award agreements, all stock options or RSUs that would have vested within one

year from the date of death or disability will immediately vest and all vested options may be exercised until the

earlier of one year from the date of death or disability or their expiration date. Under the PSU award agreements for

Mr. Griggs, in the event of disability, unvested PSU awards will be forfeited. In the event of death, unvested PSU

awards will vest upon the later of the date of death or the date the performance period for the awards is completed.

Termination Due to Change in Control (“Double Trigger”)

All “change in control” payments and benefits are subject to a “double trigger,” meaning that payments are made

only when both a change in control of the Company and a qualifying termination of employment occur.

100

Employment Agreements

The employment agreements for each of Ms. Friedman and Mr. Cohen provide that upon a termination, either by the

Company without cause or by the executive for good reason, that occurs within the period that is six months prior

to, or two years following, a change in control, Ms. Friedman and Mr. Cohen will receive:

•a lump sum cash payment in an amount equal to the sum of two times their base salary, two times their

respective target bonus, and a pro-rata target bonus with respect to the year in which the termination occurs;

•18 months of continued (i) health and welfare coverage at active employee rates and (ii) accidental death and

dismemberment and life insurance benefits; and

•full vesting of their outstanding equity awards in accordance with the terms of the Equity Plan.

Mr. Peterson’s employment agreement provides that upon a termination, either by the Company without cause or by

the executive for good reason, that occurs within the period that is six months prior to, or two years following, a

change in control, Mr. Peterson will receive:

•a lump sum cash payment in an amount equal to the sum of two times his base salary, one times his target

bonus, and a pro-rata target bonus with respect to the year in which the termination occurs;

•18 months of continued (i) health and welfare coverage at active employee rates and (ii) accidental death and

dismemberment and life insurance benefits; and

•full vesting of his outstanding equity awards in accordance with the terms of the Equity Plan.

Change in Control Severance Plan

Under the Company’s change in control severance plan, Ms. Youngwood and Mr. Griggs are each entitled to

benefits in the event of a change in control. If the executive’s employment is terminated by the Company without

cause within two years following a change in control or by the executive for good reason within one year after a

change in control, then he or she will be entitled to the following severance payments and benefits from the

Company:

•a cash payment equal to the sum of (i) two times annual base salary, (ii) the target bonus amount as defined by

the ECIP, (iii) any pro-rata target bonus for the year of termination, and (iv) any unpaid bonus which had been

earned for a completed plan year;

•payment of the employer’s share of COBRA premiums for continued coverage under health plans until the earlier

of the second anniversary of termination, or the date the executive is eligible for coverage under another

employer’s health care plan; and

•outplacement services for up to 12 months, with a maximum value of $50,000.

Under a “best net” provision, if amounts payable due to a change in control would be subject to an excise tax under

Section 4999 of the Internal Revenue Code, payments or benefits to the executive would either be reduced to an

amount that would not trigger an excise tax or the executive would receive all payments and benefits subject to the

excise tax, whichever approach yields the best after-tax outcome for the executive officer.

The change in control severance plan contains restrictive covenants, which, among other things, require the

executive to maintain the confidentiality of the Company’s proprietary information and to refrain from disparaging

the Company. Each executive also is prohibited from soliciting the Company’s employees or rendering services to a

competitor for one year following termination. Further, to receive the severance benefits, the executive must

execute a general release of claims against the Company. In addition, severance benefits may be discontinued if the

executive breaches the restrictive covenants.

Equity Plan

Under the Equity Plan, if outstanding awards are assumed or substituted by the successor company, and an

employee, including an NEO, is involuntarily terminated by the Company other than for cause within a one-year

period after a change in control, all unvested equity awards will vest on the termination date. For awards not

assumed or substituted by the successor company, unvested awards shall vest immediately prior to the effective

time of the change in control.

101

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Estimated Termination or Change in Control Payments and Benefits

The table below reflects the payments and benefits payable to each NEO in the event of a termination of the

executive’s employment under several different circumstances. The amounts shown assume that termination was

effective as of December 31, 2025, use the executive’s compensation and service levels as of that date, and are

estimates of the amounts that would be payable to the NEOs in each situation.

The actual amounts to be paid can be determined only at the time of an executive’s actual separation from the

Company. Factors that may affect the nature and amount of payments made on termination of employment, among

others, include the timing of the event, compensation level, the market price of the Company’s common stock, and

the executive’s age. Annual incentive amounts are shown at target. The reported value of the accelerated vesting of

outstanding equity awards is based on the intrinsic value of these awards (the value based upon the market price of

the Company’s common stock on December 31, 2025). The value of PSUs that continue to vest after termination is

reported as if the grants vested at target on the termination date. The amounts shown in the table do not include

payments and benefits available generally to salaried employees, such as any death, disability, or welfare benefits

available under broad-based plans.


Named Executive Officer	Involuntary Termination Not for Cause or Voluntary Termination with Good Reason ($)	Death ($)	Disability ($)	Termination Due to Change in Control (“Double Trigger”) ($)

Adena T. Friedman
Severance	$11,200,000	—	—	$11,200,000
Pro-Rata Current Year Annual Incentive1	$4,200,000	$4,200,000	$4,200,000	$4,200,000
Equity Vesting	$8,356,094	$12,262,274	$12,262,274	$12,262,274
Continued Performance-Based Equity Vesting	$33,572,110	$33,572,110	$33,572,110	$33,572,110
Non-Qualified Stock Options	$18,197,192	$18,197,192	$18,197,192	$18,197,192
Health & Welfare Benefits Continuation	$27,179	—	—	$31,454
Health Coverage Advisory Service	$12,000	—	—	—
Financial and Tax Services	$45,000	—	—	—
TOTAL	$75,609,575	$68,231,576	$68,231,576	$79,463,030
Sarah Youngwood
Severance	$2,625,000	—	—	$3,000,000
Pro-Rata Current Year Annual Incentive1	$1,500,000	—	—	$1,500,000
Equity Vesting	$3,409,943	$4,431,848	$4,431,848	$4,431,848
Continued Performance-Based Equity Vesting	$8,697,117	$14,828,351	$14,828,351	$14,828,351
Health & Welfare Benefits Continuation	$25,830	—	—	$51,660
Outplacement Services	—	—	—	$50,000
TOTAL	$16,257,890	$19,260,199	$19,260,199	$23,861,859

102


Named Executive Officer	Involuntary Termination Not for Cause or Voluntary Termination with Good Reason ($)	Death ($)	Disability ($)	Termination Due to Change in Control (“Double Trigger”) ($)

Tal Cohen
Severance	$3,375,000	—	—	$4,500,000
Pro-Rata Current Year Annual Incentive1	$1,500,000	$1,500,000	$1,500,000	$1,500,000
Equity Vesting	$2,416,886	$8,059,459	$8,059,459	$8,059,459
Continued Performance-Based Equity Vesting	$4,366,091	$16,215,368	$16,215,368	$16,215,368
Health & Welfare Benefits Continuation	$38,723	—	—	$41,716
Health Coverage Advisory Service	$12,000	—	—	—
Financial and Tax Services	$45,000	—	—	—
TOTAL	$11,753,700	$25,774,827	$25,774,827	$30,316,543
P.C. Nelson Griggs
Severance	$2,625,000	—	—	$3,000,000
Pro-Rata Current Year Annual Incentive1	$1,500,000	$1,500,000	$1,500,000	$1,500,000
Equity Vesting	$2,023,315	$926,717	$926,717	$3,205,484
Continued Performance-Based Equity Vesting	$5,613,434	$10,211,860	—	$10,211,860
Health & Welfare Benefits Continuation	$25,830	—	—	$51,660
Outplacement Services	$50,000	—	—	$50,000
TOTAL	$11,837,579	$12,638,577	$2,426,717	$18,019,004
Bradley J. Peterson
Severance	—	—	—	$2,437,500
Pro-Rata Current Year Annual Incentive1	$1,137,500	$1,137,500	$1,137,500	$1,137,500
Equity Vesting	$2,561,512	$2,561,512	$2,561,512	$2,561,512
Continued Performance-Based Equity Vesting	$7,480,078	$7,480,078	$7,480,078	$7,480,078
Health & Welfare Benefits Continuation	$29,705	—	—	$32,483
Health Coverage Advisory Service	$12,000	—	—	—
Financial and Tax Services	$45,000	—	—	—
TOTAL	$11,265,795	$11,179,090	$11,179,090	$13,649,073

1.Assumes payment at target.

103

2026 NASDAQ PROXY STATEMENT

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.


					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

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


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

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:


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

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:


		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

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:


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