Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Nasdaq’s management, with the participation of Nasdaq’s

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)

as of the end of the period covered by this report. Based upon

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

concluded that, as of the end of such period, Nasdaq’s

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Nasdaq’s internal control over

financial reporting (as defined in Rule 13a-15(f) and Rule

15d-15(f) under the Exchange Act) that occurred during the

quarter ended December 31, 2025 that have materially

affected, or are reasonably likely to materially affect,

Nasdaq’s internal control over financial reporting.

Management’s Report on Internal Control Over

Financial Reporting

Management is responsible for the preparation and integrity

of the consolidated financial statements appearing in the

reports that we file with the SEC. The consolidated financial

statements were prepared in conformity with U.S. generally

accepted accounting principles and include amounts based on

management’s estimates and judgments.

Management is also responsible for establishing and

maintaining adequate internal control over Nasdaq’s financial

reporting. Although there are inherent limitations in the

effectiveness of any system of internal control over financial

reporting, or ICFR, we maintain a system of internal control

that is designed to provide reasonable assurance as to the fair

and reliable preparation and presentation of the consolidated

financial statements, as well as to safeguard assets from

unauthorized use or disposition that could have a material

effect on the financial statements.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2025,

based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) (2013

framework). This evaluation included review of the

documentation of controls, evaluation of the design

effectiveness of controls, testing of the operating

effectiveness of controls and a conclusion on this evaluation.

Based on its assessment, our management believes that, as of

December 31, 2025, our internal control over financial

reporting is effective.

Ernst & Young LLP, an independent registered public

accounting firm, has issued an attestation report on Nasdaq’s

internal control over financial reporting, which is included

herein.

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of Nasdaq,

Inc.

Opinion on Internal Control over Financial Reporting

We have audited Nasdaq, Inc.’s internal control over

financial reporting as of December 31, 2025, based on

criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013

framework) (the COSO criteria). In our opinion, Nasdaq, Inc.

(the Company) maintained, in all material respects, effective

internal control over financial reporting as of December 31,

2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheets of the

Company as of December 31, 2025 and 2024, the related

consolidated statements of income, comprehensive income,

changes in stockholders’ equity and cash flows for each of

the three years in the period ended December 31, 2025, and

the related notes and our report dated February 12, 2026

expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over

financial reporting included in the accompanying

Management’s Report on Internal Control Over Financial

Reporting . Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on

our audit. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to

the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of

the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about

whether effective internal control over financial reporting

was maintained in all material respects.

Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk that a

material weakness exists, testing and evaluating the design

and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we

considered necessary in the circumstances. We believe that

our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over

Financial Reporting

A company’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s

internal control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company

are being made only in accordance with authorizations of

management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of

the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may

deteriorate.

/s/ Ernst & Young LLP

New York, New York

February 12, 2026