X0306 4 2019-01-29 0 0001120193 NASDAQ, INC. NDAQ 0001568592 Peterson Bradley J ONE LIBERTY PLAZA NEW YORK NY 10006 0 1 0 0 Executive Vice President Common stock, par value $0.01 per share 2019-01-29 4 A 0 24924 0.00 A 39482 D Common stock, par value $0.01 per share 2019-01-29 4 F 0 11541 85.81 D 27941 D Common Stock, par value $0.01 per share 2019-01-30 4 S 0 6159 85.48 D 21782 D Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2016 through December 31, 2018. Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above. The reported sale was effected pursuant to Rule 10b5-1 trading plan The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85 to $85.98, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4. Represents (i) 13,141 shares of vested restricted stock, (ii) 7,224 vested shares underlying PSUs and (iii) 1,417 shares purchased under the Employee Stock Purchase Plan. /s/ Edward S. Knight, by power of attorney 2019-01-31