UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of New Director
On October 21, 2026, Mr. Börje Ekholm was elected to the Board of Directors (the “Board”) of Nasdaq, Inc. (“Nasdaq”), effective as of November 1, 2026, to serve until the earlier of (i) his death, resignation, or removal or (ii) the 2027 Annual Meeting of Shareholders and a successor being duly qualified and elected. The Board has determined that Mr. Ekholm is an independent director. Mr. Ekholm will serve on the Audit & Risk Committee of the Board. Mr. Ekholm was not selected as a director pursuant to any arrangements or understandings with Nasdaq or with any other person.
As a non-employee director, Mr. Ekholm will be compensated for his services pursuant to Nasdaq’s Board Compensation Policy, as amended and restated on June 11, 2025 and filed as Exhibit 10.1 to Nasdaq’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Mr. Ekholm is the former President and Chief Executive Officer of Ericsson, a global leader in mobile telecommunications infrastructure. He served as President and Chief Executive Officer of Ericsson from January 2017 to September 2026 and also served on the Board of Directors of Ericsson from 2006 to 2026. Prior to serving at Ericsson, Mr. Ekholm held various positions at Investor AB, a Swedish industrial holding company, including as President and Chief Executive Officer from 2005 to 2015. Mr. Ekholm previously served on Nasdaq’s Board from February 2011 to December 2016, including serving as Chair from May 2012 to December 2016.
An immediate family member of Mr. Ekholm is employed by Nasdaq in a non-officer position. The employee received aggregate total compensation from the beginning of fiscal year 2025 through the date of the filing of this Current Report on Form 8-K in excess of $120,000 and participated in employee benefit plans and programs generally made available to employees at the same level. The compensation was determined in accordance with Nasdaq’s standard compensation practices applicable to similarly situated employees. As part of its ongoing review of related party transactions, the Audit & Risk Committee of the Board reviewed and ratified these compensation arrangements in advance of Mr. Ekholm’s election to the Board.
Director Resignation
On October 22, 2026, Holden Spaht notified Nasdaq of his resignation from the Board and all committees thereof, effective as of December 31, 2026. Mr. Spaht’s decision to resign was not the result of any disagreement between Mr. Spaht and Nasdaq.
A copy of the press release announcing Mr. Ekholm’s appointment to the Board, and Mr. Spaht’s resignation from the Board, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 99.1 | Press release dated October 26, 2026 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 26, 2026 | NASDAQ, INC. | |||||
| By: | /s/ John A. Zecca | |||||
| Name: | John A. Zecca | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||