Sec Form 4 Filing - Borse Dubai LTD @ NASDAQ, INC. - 2024-03-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Borse Dubai LTD 2. Issuer Name and Ticker or Trading Symbol NASDAQ, INC. [ NDAQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) P.O. BOX 506690, LEVEL 8, THE EXCHANGE 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2024 (Street) D.I.F.C., DUBAI, C000000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 per share 03/22/2024 S 31,000,000 ( 1 ) D $ 57.997 ( 2 ) 58,341,545 ( 3 ) D ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Borse Dubai LTD P.O. BOX 506690 LEVEL 8, THE EXCHANGE D.I.F.C., DUBAI, C000000 X Investment CORP of Dubai P.O. BOX 333888, ONE ZA'ABEEL TOWER A THE OFFICES, ZA'ABEEL FIRST, DUBAI, UAE DUBAI, C000000 X Signatures /s/ Khalifa Al Daboos, By: Investment Corporation of Dubai, By: Khalifa Al Daboos, Authorized Signatory 03/22/2024 Signature of Reporting Person Date /s/ Essa Kazim, By: Borse Dubai Limited, By: Essa Kazim, Chairman 03/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of Common Stock of the Issuer, par value $0.01 per share ("Common Stock"), sold pursuant to a secondary offering of the Issuer which closed on March 22, 2024 (the "Offering"), including full exercise of the option granted to the underwriters to acquire additional shares. The material terms of the Offering are described in the prospectus supplement, dated March 19, 2024, filed by the Issuer with the Securities and Exchange Commission on March 21, 2024. ( 2 )This amount represents the per share price of Common Stock, as sold to the underwriters in connection with the Offering. ( 3 )The number of shares of Common Stock reported as beneficially owned reflects a 3-for-1 stock split completed by the Issuer on August 26, 2022. ( 4 )Borse Dubai Ltd. has direct beneficial ownership of the reported shares of Common Stock. Investment Corporation of Dubai is the majority shareholder of Borse Dubai Ltd. Investment Corporation of Dubai may, therefore, be deemed to have beneficial ownership of all of the reported shares of Common Stock. ( 5 )Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks: Exhibit 99.1 (Joint Filing Agreement) is filed herewith and incorporated by reference herein

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