Nasdaq (NDAQ) EVP uses 1,499 shares to cover equity award taxes

Rhea-AI Filing Summary

NASDAQ, INC. executive vice president and CIO Bradley J. Peterson had 1,499 shares of common stock withheld at $86.65 per share to cover taxes tied to the settlement of a prior equity award under the company’s Equity Incentive Plan. This was a tax-withholding disposition, not an open-market sale. After the transaction, he holds 148,745 shares and units directly, including restricted stock, performance stock units and shares purchased through the Employee Stock Purchase Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Peterson Bradley J

Role EVP, CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	1,499	$86.65	$130K

Holdings After Transaction: Common Stock, par value $0.01 per share — 148,745 shares (Direct)

Footnotes (1)

1. 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) 68,587 shares or units of restricted stock, of which 42,582 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.

Key Figures

Tax-withheld shares: 1,499 shares Withholding price: $86.65 per share Holdings after transaction: 148,745 shares and units +3 more

6 metrics

Tax-withheld shares 1,499 shares Common stock withheld to cover taxes on equity award settlement

Withholding price $86.65 per share Value used for tax-withholding disposition of 1,499 shares

Holdings after transaction 148,745 shares and units Total direct holdings following tax-withholding transaction

Restricted stock and units 68,587 units Restricted stock/units held, including 42,582 vested

Performance stock units 75,118 PSUs Common stock underlying PSUs, 65,486 vested

ESPP shares 5,040 shares Shares purchased under Employee Stock Purchase Plan

Key Terms

tax-withholding disposition, Equity Incentive Plan, restricted stock, PSUs, +1 more

5 terms

tax-withholding disposition financial

"This was a tax-withholding disposition, not an open-market sale."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Equity Incentive Plan financial

"settlement of an equity award previously granted under 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.

restricted stock financial

"Represents (i) 68,587 shares or units of restricted stock, of which 42,582 are vested"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

PSUs financial

"75,118 shares of Common Stock underlying PSUs, 65,486 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.

Employee Stock Purchase Plan financial

"5,040 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.

Form 4 Insider Transactions: What Each Field Means →

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 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, CIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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	04/03/2026		F(1)		1,499	D	$86.65	148,745(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. 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.

2. Represents (i) 68,587 shares or units of restricted stock, of which 42,582 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	04/07/2026
	** 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)

FAQ

What did Nasdaq (NDAQ) EVP Bradley Peterson report in this Form 4?

Bradley Peterson reported a tax-withholding disposition of 1,499 Nasdaq common shares at $86.65 per share. The shares were withheld to satisfy taxes on a previously granted equity award, rather than sold in the open market.

Was the Nasdaq (NDAQ) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to pay taxes due on the settlement of an existing equity award under Nasdaq’s Equity Incentive Plan.

How many Nasdaq (NDAQ) shares were withheld for taxes in this filing?

The filing shows 1,499 shares of Nasdaq common stock were withheld at $86.65 per share. These shares covered tax obligations related to the settlement of a prior equity incentive award, according to the footnote disclosure.

How many Nasdaq (NDAQ) shares and units does Bradley Peterson hold after the transaction?

Following the tax withholding, Bradley Peterson holds 148,745 shares and units. This includes restricted stock, performance stock units, and shares purchased through Nasdaq’s Employee Stock Purchase Plan, all reported as directly owned.

What equity awards are included in Bradley Peterson’s Nasdaq (NDAQ) holdings?

His holdings include 68,587 restricted shares or units, of which 42,582 are vested, 75,118 performance stock units, 65,486 of which are vested, and 5,040 shares acquired under Nasdaq’s Employee Stock Purchase Plan.

Does this Nasdaq (NDAQ) Form 4 show any option exercises or derivative positions?

No option exercises or derivative transactions are reported in this Form 4. The filing only shows a Form F tax-withholding transaction, and the derivative holdings table is empty for this reporting period.