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 nine months in duration. As of December 31, 2025, 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, 2025.

In the table above:

• As of December 31, 2025, we also had 6,298,594 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 21,559,043 shares

of common stock that may be awarded pursuant to the

Equity Plan and (b) 10,077,218 shares of common stock

that may be issued pursuant to the ESPP.