NDAQ Form 4 reports multiple insider transactions

Peterson Bradley J reported multiple insider transaction types in a Form 4 filing for NDAQ.

Rhea-AI Filing Summary

Peterson Bradley J reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 73,304 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 144,902 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Peterson Bradley J

Role EVP, CIO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	43,932	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	19,740	$82.51	$1.63M
Grant/Award	Common Stock, par value $0.01 per share	9,632	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 144,902 shares (Direct)

Footnotes (4)

1. F1. Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.
2. F2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
3. F3. Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.
4. F4. Represents (i) 64,744 shares or units of restricted stock, of which 38,372 are vested, (ii) 75,118 shares of Common Stock underlying PSUs, 65,486 of which are vested, and (iii) 5,040 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

FAQ

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What insider transactions did NDAQ executive Bradley Peterson report on this Form 4?

Bradley J. Peterson reported equity-based transactions in Nasdaq Common Stock. He received 43,932 shares from vested performance share units, had 19,740 shares withheld to cover taxes, and was granted 9,632 new performance share units tied to future performance goals and vesting conditions.

Were Bradley Peterson’s NDAQ stock transactions open-market buys or sells?

The reported transactions were not open-market trades. Shares were acquired at $0.00 through equity awards and performance share unit settlements, while 19,740 shares were disposed of solely as tax withholding, satisfying tax obligations on the award rather than representing a discretionary market sale.

How many NDAQ shares does Bradley Peterson own after these Form 4 transactions?

After the reported transactions, Bradley J. Peterson directly beneficially owned 144,902 Nasdaq Common Stock shares. This total reflects restricted stock, vested and unvested performance share units, and shares purchased under the company’s employee stock purchase plan, as detailed in the footnote breakdown.

What performance periods are tied to Peterson’s NDAQ performance share units (PSUs)?

One PSU award related to a three-year performance period from January 1, 2023 through December 31, 2025, leading to issuance of 43,932 shares. Another PSU grant is tied to a two-year performance period from January 1, 2024 through December 31, 2025, with shares scheduled to vest on January 4, 2027.

Why were 19,740 NDAQ shares disposed of in Bradley Peterson’s Form 4 filing?

The 19,740 shares were withheld to satisfy tax obligations. They represent Common Stock withheld for taxes in connection with the settlement of performance share units, meaning the disposition was a tax-withholding mechanism rather than a voluntary open-market sale by Bradley Peterson.

How are restricted stock and PSUs reflected in Peterson’s NDAQ holdings?

Peterson’s holdings include 64,744 shares or units of restricted stock, of which 38,372 are vested, and 75,118 shares underlying performance share units, with 65,486 vested. He also holds 5,040 shares acquired through Nasdaq’s Employee Stock Purchase Plan, all counted in his direct beneficial ownership.

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Accepted by SEC EDGAR 02/13/2026 - 04:07 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Peterson Bradley J

(Last) (First) (Middle)

151 W. 42ND STREET

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NASDAQ, INC. [ NDAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.01 per share	02/11/2026		A(1)		43,932	A	$0.00	154,967	D
Common Stock, par value $0.01 per share	02/11/2026		F(2)		19,740	D	$82.51	135,227	D
Common Stock, par value $0.01 per share	02/11/2026		A(3)		9,632	A	$0	144,902(4)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.

3. Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.

4. Represents (i) 64,744 shares or units of restricted stock, of which 38,372 are vested, (ii) 75,118 shares of Common Stock underlying PSUs, 65,486 of which are vested, and (iii) 5,040 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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