NASDAQ, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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Statement

APRIL 24, 2026

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,

•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 millionof 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

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

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.

Adena T. Friedman,

Michael R. Splinter,

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.

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 inlisting 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.

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 areintegrated 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 ourgold-standard data, generated by activity across the

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

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

Underpinning it all is ourengineering 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 areexpanding our existing solutions across new clients and

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

areevolving 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,

Acronyms and Certain Defined Terms

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