Nasdaq EVP granted 7,633 RSUs, shares withheld for tax

Nasdaq, Inc. executive Jeremy Skule reported routine equity compensation activity.

Rhea-AI Filing Summary

Nasdaq, Inc. executive Jeremy Skule reported routine equity compensation activity. He received 7,633 Restricted Stock Units (RSUs) under Nasdaq’s Equity Incentive Plan, each representing a contingent right to one share of common stock. These RSUs vest 33% on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.

The filing also shows 2,332 shares of common stock were withheld at $84.89 per share to cover taxes tied to settlement of a prior equity award, which is not an open‑market sale. After these transactions, he directly holds 105,590 shares or units in various forms of Nasdaq equity.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SKULE JEREMY

Role EVP, CSO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	7,633	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	2,332	$84.89	$198K

Holdings After Transaction: Common Stock, par value $0.01 per share — 105,590 shares (Direct)

Footnotes (3)

1. F1. Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.
2. F2. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.
3. F3. Represents (i) 38,796 shares or units of restricted stock, of which 10,998 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

RSU grant size: 7,633 units Tax-withheld shares: 2,332 shares at $84.89 Post-transaction holdings: 105,590 shares/units +4 more

7 metrics

RSU grant size 7,633 units Restricted Stock Units granted April 1, 2026

Tax-withheld shares 2,332 shares at $84.89 Shares withheld for taxes on prior equity award

Post-transaction holdings 105,590 shares/units Total direct Nasdaq equity after Form 4 transactions

Restricted stock and RSUs 38,796 shares/units Restricted stock or units, 10,998 vested

Performance Stock Units 63,075 shares Common stock underlying PSUs, 55,049 vested

ESPP shares 3,719 shares Common stock purchased under Employee Stock Purchase Plan

RSU vesting dates 2028, 2029, 2030 33% vests April 1, 2028; 33% April 1, 2029; remainder April 1, 2030

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, Performance Stock Units (PSUs), Employee Stock Purchase Plan, +1 more

5 terms

Restricted Stock Units (RSUs) financial

"Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Equity Incentive Plan financial

"RSUs granted pursuant to the Issuer's Equity Incentive Plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Performance Stock Units (PSUs) financial

"63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested"

Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.

Employee Stock Purchase Plan financial

"3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax liability by delivering securities financial

"Payment of exercise price or tax liability by delivering securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Nasdaq (NDAQ) executive Jeremy Skule receive in this Form 4?

Jeremy Skule received an award of 7,633 Restricted Stock Units (RSUs). Each RSU represents a contingent right to one share of Nasdaq common stock, granted under the company’s Equity Incentive Plan as part of his executive compensation package.

How and when do Jeremy Skule’s new Nasdaq (NDAQ) RSUs vest?

The 7,633 RSUs vest over three future dates. Thirty‑three percent vest on April 1, 2028, another 33% on April 1, 2029, and the remaining balance vests on April 1, 2030, creating a long-term incentive tied to continued service.

Were any Nasdaq (NDAQ) shares sold by Jeremy Skule in this Form 4?

The filing reports 2,332 shares withheld at $84.89 per share for taxes, not an open‑market sale. These shares were retained by the company to satisfy tax obligations from settlement of a prior equity award under Nasdaq’s Equity Incentive Plan.

How many Nasdaq (NDAQ) shares and units does Jeremy Skule hold after these transactions?

After the reported transactions, Skule holds 105,590 shares or units in total. This includes restricted stock, performance stock units, and shares purchased through Nasdaq’s Employee Stock Purchase Plan, as outlined in the footnote describing his various equity holdings.

What types of equity awards does Nasdaq (NDAQ) use for Jeremy Skule’s compensation?

His compensation includes Restricted Stock Units, restricted stock, Performance Stock Units, and Employee Stock Purchase Plan shares. These instruments provide a mix of time-based vesting and performance-linked exposure to Nasdaq’s common stock over multiple years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:48 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^*

SKULE JEREMY

(Last) (First) (Middle)

151 W. 42ND STREET

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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, CSO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		A(1)		7,633	A	$0	107,922	D
Common Stock, par value $0.01 per share	04/01/2026		F(2)		2,332	D	$84.89	105,590(3)	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 an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.

3. Represents (i) 38,796 shares or units of restricted stock, of which 10,998 are vested, (ii) 63,075 shares of Common Stock underlying PSUs, 55,049 of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	04/02/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)