X0306 4 2019-01-29 0 0001120193 NASDAQ, INC. NDAQ 0001240169 FRIEDMAN ADENA T ONE LIBERTY PLAZA NEW YORK NY 10006 1 1 0 0 President and CEO Common Stock, par value $0.01 per share 2019-01-29 4 A 0 71215 0.00 A 288684 D Common Stock, par value $0.01 per share 2019-01-29 4 F 0 33589 85.81 D 255095 D Employee Stock Option (Right to Buy) 66.68 2019-01-29 4 A 0 89606 0.00 A 2027-01-03 Common Stock 89606 179211 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. Represents (i) 81,584 shares of vested restricted stock, (ii) 139,060 vested shares underlying PSUs and (iii) 34,451 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq. Options exercisable. On January 3, 2017, Ms. Friedman received a grant of 268,817 performance-based options that vests in one-third annual installments based on Nasdaq's satisfaction of certain performance goals for each of the fiscal years ending December 31, 2017, 2018 and 2019. On January 29, 2019, Nasdaq's Management Compensation Committee and Board of Directors determined that the performance goal for 2018 was met, resulting in the settlement of the second one-third of the grant. /s/ Edward S. Knight, by power of attorney 2019-01-31