NASDAQ, INC. : Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Section 5.02. Departure of directors or certain managers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers


Election of New Director

On July 19, 2022Mr. Johan Torgeby was elected to the Board of Directors (the “Board”) of Nasdaq, Inc. (“Nasdaq”), effective immediately. The Nasdaq Board of Directors has determined that Mr. Torgeby is an independent director. Mr. Torgeby will sit on the Finance Committee advice. Mr. Torgeby was not selected as a director pursuant to any arrangements or agreements with Nasdaq or any other person.

As a non-employee director, Mr. Torgeby will be compensated for his services in accordance with the Nasdaq Board Compensation Policy, as amended and restated on
June 16, 2021 and filed as Exhibit 10.1 to the Nasdaq Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021.

Mr. Torgeby is Chairman and Chief Executive Officer of Skandinaviska Enskilda Banken AB (“SEB”), a Nasdaq Stockholm-listed Nordic financial services group that offers online banking services. Sweden and the Baltic countries. In the normal course of business, the Nasdaq has from time to time entered into various transactions with SEB. SEB paid the Nasdaq about $5.6 million in 2022, and around $10.1 million in 2021, for various products and services, and the Nasdaq paid SEB approximately $760,000 in 2022, and around
$1.5 million in 2021, for cash account, credit and FX trading services. SEB is also one of several lenders for certain of Nasdaq’s credit facilities, such loans being made in the normal course and on substantially the same terms as those for comparable loans. From July 19, 2022, the Nasdaq had no outstanding under these facilities. In addition, SEB acted as underwriter for the Nasdaq bond issue in July 2021 and as a passive manager for the Nasdaq bond offering in March 2022.

A copy of the press release announcing the appointment of Mr. Torgeby to the Board of Directors is attached as Exhibit 99.1 to this current Report on Form 8-K and is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit
  No.       Exhibit Description

99.1          Press release dated July 21, 2022.

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

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