Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 10, 2022, the Board of Directors of Nasdaq, Inc. (the "Company") approved and adopted the Nasdaq, Inc. Deferred Compensation Plan (the "Plan"). The Plan is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. Participation in the Plan is voluntary and currently open only to those individuals who are U.S. employees of the Company or its subsidiaries at the level of Senior Vice President or higher.

Pursuant to the Plan, a Plan participant may elect to defer up to 80% of his or her annual base salary, annual bonus and/or commissions, as applicable. The Plan also permits, but does not require, the Company to make discretionary contributions to participants' Plan accounts. Participants' deferrals of cash compensation are always fully vested. Amounts due under the Plan will be paid in cash to participants.

Each participant's deferred compensation account will be deemed invested in investments selected by the participant from a list made available by the Plan's administrator. Plan distributions will be made in a lump sum or annual installments at such times as elected by participants in accordance with the Plan's terms and conditions.

Obligations of the Company under the Plan represent at all times an unfunded and unsecured contractual obligation of the Company to pay amounts in the future in accordance with the terms of the Plan. Each participant in the Plan is an unsecured general creditor of the Company with respect to deferred compensation obligations. Any amounts set aside to defray the liabilities assumed by the Company will remain the general assets of the Company and remain subject to the claims of the Company's creditors until such amounts are distributed to participants.

The forgoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
  No.        Exhibit Description

10.1           Nasdaq, Inc. Deferred Compensation Plan

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

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