Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information about security ownership of certain beneficial owners and management, as required by Item 403 of Regulation S-K, is incorporated by reference from the discussion under the heading “Other Items-Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Equity Compensation Plan and ESPP Information

Nasdaq’s Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan.

In addition, in jurisdictions where participation in the ESPP is permitted, all our employees are eligible. Employees may purchase shares of our common stock at a 15% discount to the lesser of the closing price of our common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. Offering periods under the ESPP are six months in duration. As of December 31, 2024, all our employees are eligible to participate.

The Equity Plan and the ESPP have been previously approved by our stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under all of Nasdaq’s compensation plans as of December 31, 2024.

In the table above:

• As of December 31, 2024, we also had 6,353,018 shares to be issued upon vesting of outstanding restricted stock and PSUs.

• The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 22,886,514 shares of common stock that may be awarded pursuant to the Equity Plan and (b) 10,728,875 shares of common stock that may be issued pursuant to the ESPP.