Nasdaq EVP John Zecca sells 4,500 shares in plan trade (NASDAQ: NDAQ)

Rhea-AI Filing Summary

Nasdaq, Inc. executive John Zecca, EVP and Global CLO, reported a sale of Common Stock on a Form 4. On January 6, 2026, he sold 4,500 shares of Nasdaq, Inc. common stock at a price of $100.01 per share in a transaction coded "S" for sale. The filing notes this sale was carried out under a Rule 10b5-1(c) trading plan adopted on September 8, 2025, indicating it was pre-arranged.

After this transaction, Zecca beneficially owned 125,674 shares. This amount represents 22,271 shares or units of restricted stock, of which 2,152 are vested, and 103,403 shares of common stock underlying performance stock units (PSUs), all of which are vested.

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

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

X

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^*

Zecca John

(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, Global CLO

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		S(1)		4,500	D	$100.01	125,674(2)	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. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 8, 2025.

2. Represents (i) 22,271 shares or units of restricted stock, of which 2,152 are vested and (ii) 103,403 shares of Common Stock underlying PSUs, all of which are vested.

	/s/ Alex Kogan, by power of attorney	01/08/2026
	** 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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FAQ

What insider transaction did Nasdaq (NDAQ) report for John Zecca?

The Form 4 reports that John Zecca, EVP and Global CLO of Nasdaq, Inc., sold 4,500 shares of common stock on January 6, 2026 at $100.01 per share.

Was John Zecca’s Nasdaq (NDAQ) stock sale part of a Rule 10b5-1 plan?

Yes. The filing states the reported sale was effected pursuant to a Rule 10b5-1(c) trading plan that was adopted on September 8, 2025.

How many Nasdaq (NDAQ) shares does John Zecca own after this Form 4 transaction?

Following the reported sale, John Zecca beneficially owned 125,674 shares of Nasdaq, Inc. common stock, including restricted stock and PSUs.

What types of equity awards are included in John Zecca’s Nasdaq (NDAQ) holdings?

His reported holdings include 22,271 shares or units of restricted stock (with 2,152 vested) and 103,403 shares of common stock underlying vested PSUs.

What is John Zecca’s role at Nasdaq (NDAQ) as shown in the Form 4?

The Form 4 lists John Zecca as an officer of Nasdaq, Inc., with the title EVP, Global CLO (Executive Vice President, Global Chief Legal Officer).

Is John Zecca’s Nasdaq (NDAQ) stock ownership reported as direct or indirect?

The filing shows the ownership form as Direct (D) for the reported common stock transaction and holdings.