X0306 4 2020-02-25 0 0001120193 NASDAQ, INC. NDAQ 0001789709 Zecca John 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 4258 0.00 A 22085 D Common Stock, par value $0.01 per share 2020-02-25 4 F 0 659 112.41 D 21426 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 21,426 shares underlying PSUs, of which 16,982 are vested. /s/ Alex Kogan, by power of attorney 2020-02-27