NDAQ Rule 144 Notice: 2,105 Common Shares Proposed Sale on 09/02/2025

Rhea-AI Filing Summary

Form 144 notice for Nasdaq, Inc. (NDAQ) shows that a person identified in the filing is selling common stock under Rule 144. The broker listed is Morgan Stanley Smith Barney LLC and the proposed transaction date is 09/02/2025. The filing reports 2,105 shares to be sold with an aggregate market value of $196,228.10 against 573,795,242 shares outstanding, and discloses prior sales by the same person on 08/01/2025, 07/01/2025, and 06/06/2025 totaling roughly $567,549 in gross proceeds. The securities were acquired as performance shares on 02/22/2023 and 02/20/2024. The filer attests they are unaware of undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Routine Rule 144 insider sales disclosed; sizes are immaterial relative to total outstanding shares.

The filing documents a proposed sale of 2,105 common shares via Morgan Stanley Smith Barney with an aggregate market value of $196,228.10 and lists three recent monthly sales in June–August 2025. Compared with 573.8 million shares outstanding, the transactions represent an immaterial fraction of the float. The shares were granted as performance awards in 2023 and 2024, indicating these are disposition of vested compensation rather than open-market programmatic sales tied to corporate stress. For investors, the filing documents transparency required under Rule 144 but does not, on its face, indicate material change to company capital structure or operations.

Corporate Governance Expert

TL;DR: Insider is selling vested performance shares under Rule 144; disclosure aligns with compliance expectations.

The notice includes required representations about lack of undisclosed material information and cites a broker and planned sale date. The acquisition dates and nature of the awards are provided, which supports traceability of the insider's holding period compliance. Repeated monthly sales are disclosed, but given the small absolute size versus outstanding shares, this appears to be routine liquidity by an individual beneficiary rather than a governance or control event. Documentation appears to meet standard Form 144 disclosure elements.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2105	196228.10	573795242	09/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/22/2023	Performance Shares	ISSUER			1755	02/22/2023	Not Applicable
Common	02/20/2024	Performance Shares	ISSUER			350	02/20/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	08/01/2025	2105	201006.45
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	07/01/2025	2105	187702.85
JEREMY SKULE 151 W. 42nd Street, New York NY 10036	Common	06/06/2025	2104	178840.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does this Form 144 for NDAQ disclose?

The filing discloses a proposed sale of 2,105 common shares with aggregate market value $196,228.10, broker Morgan Stanley Smith Barney LLC, and planned sale date 09/02/2025.

Who previously sold Nasdaq (NDAQ) shares for this account in the last three months?

The filing lists prior sales by Jeremy Skule on 08/01/2025 (2,105 shares, $201,006.45), 07/01/2025 (2,105 shares, $187,702.85), and 06/06/2025 (2,104 shares, $178,840.00).

How were the shares being sold acquired?

The shares were acquired as performance shares from the issuer on 02/22/2023 (1,755 shares) and 02/20/2024 (350 shares).

Does the filing indicate any undisclosed material information about Nasdaq (NDAQ)?

The filer represents by signature that they do not know of any material adverse information about the issuer that has not been publicly disclosed.

What exchange and broker are involved in the proposed sale?

The proposed sale is to be effected on NASDAQ through Morgan Stanley Smith Barney LLC located at 1 New York Plaza, 8th Floor, New York, NY 10004.