Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On December 6, 2022, John David Rainey notified Nasdaq, Inc. (the "Company") of his resignation from the Company's Board of Directors and all committees thereof, effective as of February 28, 2023, to focus on his new role as Executive Vice President and Chief Financial Officer of Walmart Inc. Mr. Rainey's decision to resign was not the result of any disagreement between Mr. Rainey and the Company.

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