Item 5. Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity

Securities

Market Information

Our common stock is listed on The Nasdaq Stock Market

under the ticker symbol “NDAQ.” As of February 3, 2026,

we had approximately 177 holders of record of our common

stock

Issuer Purchases of Equity Securities

Share Repurchase Program

See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the consolidated financial

statements for further discussion of our share repurchase

program.

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management. As of December 31, 2025, the remaining

aggregate authorized amount under the existing share

repurchase program was $1.1 billion. The share repurchase

program may be suspended, modified or discontinued at any

time, and has no defined expiration date.

The table below represents repurchases made by or on behalf

of us or any “affiliated purchaser” of our common stock

during the fiscal quarter ended December 31, 2025:

Period		Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
October 2025
Share repurchase program		1,812,219		$88.59		1,812,219		$1,254
Employee transactions		25,679		$89.10		N/A		N/A
November 2025
Share repurchase program		760,264		$91.47		760,264		$1,185
Employee transactions		11,491		$85.49		N/A		N/A
December 2025
Share repurchase program		622,256		$89.24		622,256		$1,129
Employee transactions		33,186		$90.22		N/A		N/A
Total Quarter Ended December 31, 2025
Share repurchase program		3,194,739		$89.40		3,194,739		$1,129
Employee transactions		70,356		$89.04		N/A		N/A

In the table above:

• N/A - Not applicable.

• Employee transactions represents shares surrendered to us

to satisfy tax withholding obligations arising from the

vesting of restricted stock and PSUs previously issued to

employees.

• Shares listed under share repurchase program in the table

above primarily include repurchases under ASR

agreements.

◦In October 2025, we entered into a variable notional

ASR agreement, in which we delivered $250 million to a

third-party financial institution and received and

immediately retired 1,812,219 shares of our common

stock. In December 2025, upon the final settlement of

this transaction, we received (i) an additional 504,401

shares, which were immediately retired, and (ii) a $45

million cash payment, which reflects the difference

between the prepayment amount (maximum notional

amount) and the final notional amount.

◦In November 2025, we entered into an ASR with a third-

party financial institution to repurchase $75 million of

common stock and received and immediately retired

697,512 shares of our common stock. In December

2025, upon the final settlement of this transaction, we

received an additional 117,855 shares, which were

immediately retired.

• See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the consolidated financial

statements for further discussion of our share repurchase

program.

PERFORMANCE GRAPH

The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act,

except as shall be expressly set forth by specific reference in such filing.

The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and

S&P 500 GICS 4020 Index, our peer group, for the past five years. The figures represented below assume an initial

investment of $100 in the common stock or index at the closing price on December 31, 2020 and the reinvestment of all

dividends.

	Year Ended December 31,*
	2020		2021		2022		2023		2024		2025
Nasdaq, Inc.	$100		$160		$142		$137		$185		$235
Nasdaq Composite Index	100		122		82		119		154		187
S&P 500	100		129		105		133		166		196
S&P 500 GICS 4020 Index	100		136		121		139		179		197

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index