Nasdaq EVP John Zecca granted 7,339 RSUs

Nasdaq EVP and Global CLO John Zecca reported routine equity compensation activity.

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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

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	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	2,097	$84.89	$178K

Holdings After Transaction: Common Stock, par value $0.01 per share — 154,114 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) 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.

Key Figures

RSU grant: 7,339 units Tax-withheld shares: 2,097 shares Tax-withholding price: $84.89 per share +3 more

6 metrics

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

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, PSUs, tax withholding disposition

4 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.

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."

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Accepted by SEC EDGAR 04/02/2026 - 04:46 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^*

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)

	Director		10% Owner
X	Officer (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)

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)		7,339	A	$0	156,211	D
Common Stock, par value $0.01 per share	04/01/2026		F(2)		2,097	D	$84.89	154,114(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)
				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) 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 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)