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Nasdaq (NASDAQ: NDAQ) EVP Zecca awarded 7,339 RSUs; 2,097 shares withheld

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nasdaq EVP and Global CLO John Zecca reported routine equity compensation activity. He received an award of 7,339 Restricted Stock Units under Nasdaq’s Equity Incentive Plan, with 33% vesting on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.

On the same date, 2,097 shares of common stock were withheld at $84.89 per share to satisfy tax obligations tied to a previously granted equity award. After these transactions, Zecca directly holds 154,114 shares of common stock. A footnote also describes 27,513 shares or units of restricted stock and 126,601 shares of common stock underlying PSUs.

Positive

  • None.

Negative

  • None.
Insider Zecca John
Role EVP, Global CLO
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 7,339 $0.00 --
Tax Withholding Common Stock, par value $0.01 per share 2,097 $84.89 $178K
Holdings After Transaction: Common Stock, par value $0.01 per share — 156,211 shares (Direct)
Footnotes (1)
  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. 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. Represents (i) 27,513 shares or units of restricted stock, of which 4,158 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.
RSU grant 7,339 units Restricted Stock Units granted April 1, 2026
Tax-withheld shares 2,097 shares Shares withheld for taxes at $84.89 per share
Tax-withholding price $84.89 per share Value used for 2,097 tax-withheld shares
Direct holdings after transactions 154,114 shares Common stock directly held following Form 4 transactions
Restricted stock/units 27,513 shares or units Restricted stock holdings; 4,158 vested per footnote
PSU underlying shares 126,601 shares Common stock underlying PSUs; 118,575 vested
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.
PSUs financial
"Represents (i) 27,513 shares or units of restricted stock ... and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested."
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
tax withholding disposition financial
"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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Zecca John
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Global CLO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/01/2026A(1)7,339A$0156,211D
Common Stock, par value $0.01 per share04/01/2026F(2)2,097D$84.89154,114(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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) 27,513 shares or units of restricted stock, of which 4,158 are vested and (ii) 126,601 shares of Common Stock underlying PSUs, 118,575 of which are vested.
/s/ Alex Kogan, by power of attorney04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR