X0306 4 2020-02-25 0 0001120193 NASDAQ, INC. NDAQ 0001799366 Smith Bryan Everard 151 W. 42ND STREET NEW YORK NY 10036 0 1 0 0 Executive Vice President Common Stock, par value $0.01 per share 2020-02-25 4 A 0 7507 0.00 A 15114 D Common Stock, par value $0.01 per share 2020-02-25 4 F 0 1350 112.41 D 13764 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, 2017 through December 31, 2019. Also represents the settlement of 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 one-year performance period from January 1, 2019 through December 31, 2019. The shares underlying the PSUs will vest as to one-third on December 31, 2020, one-third on December 31, 2021 and one-third on December 31, 2022. Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above. Represents (i) 13,157 shares underlying PSUs, of which 5,149 are vested and (ii) 607 shares purchased under the Employee Stock Purchase Plan. /s/ Alex Kogan, by power of attorney 2020-02-27