Nasdaq (NDAQ) Pres. Market Platforms sells 15,518 shares at $90.75

Rhea-AI Filing Summary

NASDAQ, INC. executive Tal Cohen, President of Market Platforms, reported an open-market sale of Common Stock. On April 27, 2026, he sold 15,518 shares at a weighted average price of $90.75 per share.

After the transaction, Cohen directly held 215,208 shares, including restricted stock, performance stock units and shares purchased under the employee stock purchase plan, as described in the footnotes.

Insights

Equity compensation and insider-trading analyst

Routine-sized open-market sale with substantial equity position retained.

Tal Cohen, President of Market Platforms at NASDAQ, INC., completed an open-market sale of 15,518 shares of Common Stock at a weighted average price of $90.75 per share. The price reflects multiple trades between $90.51 and $91.09.

Following the sale, Cohen still holds 215,208 shares directly. Footnotes clarify this includes restricted stock, performance stock units and shares from the Employee Stock Purchase Plan, indicating a continuing, sizeable equity stake aligned with the company.

Insider Trade Summary

Net Seller: 15,518 shares ($1,408,259)

Net Sell 1 txn

Insider Tal Cohen

Role Pres. Market Platforms

Sold 15,518 shs ($1.41M)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.01 pershare	15,518	$90.75	$1.41M

Holdings After Transaction: Common Stock, par value $0.01 pershare — 215,208 shares (Direct, null)

Footnotes (1)

1. Represents (i) 126,563 shares or units of restricted stock, of which 53,203 are vested, (ii) 87,017 shares of Common Stock underlying PSUs, 74,175 of which are vested, and (iii) 1,628 shares ofCommon Stock purchased under the Issuer's Employee Stock Purchase Plan. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.51 to $91.09, inclusive. The reporting person undertakes toprovide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at eachseparate price within the range set forth in this footnote (1) to this Form 4.

Key Figures

Shares sold: 15,518 shares Weighted average sale price: $90.75 per share Post-transaction holdings: 215,208 shares +4 more

7 metrics

Shares sold 15,518 shares Open-market sale on April 27, 2026

Weighted average sale price $90.75 per share Common Stock sale

Post-transaction holdings 215,208 shares Directly held after sale

Restricted stock or units 126,563 shares or units Part of direct holdings; some vested

Performance stock units 87,017 shares underlying PSUs Part of equity awards; some vested

Employee Stock Purchase Plan shares 1,628 shares Purchased under ESPP

Sale price range $90.51–$91.09 per share Individual trade prices

Key Terms

weighted average price, restricted stock, PSUs, Employee Stock Purchase Plan, +1 more

5 terms

weighted average price financial

"The price reported in this box is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock financial

"Represents (i) 126,563 shares or units of restricted stock, of which 53,203 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

"87,017 shares of Common Stock underlying PSUs, 74,175 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

"1,628 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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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^*

Tal Cohen

(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)
	Pres. Market Platforms

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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 pershare	04/27/2026		S		15,518(1)	D	$90.75(2)	215,208	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 (i) 126,563 shares or units of restricted stock, of which 53,203 are vested, (ii) 87,017 shares of Common Stock underlying PSUs, 74,175 of which are vested, and (iii) 1,628 shares ofCommon Stock purchased under the Issuer's Employee Stock Purchase Plan.

2. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.51 to $91.09, inclusive. The reporting person undertakes toprovide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at eachseparate price within the range set forth in this footnote (1) to this Form 4.

	/s/ Alex Kogan, by power of attorney	04/29/2026
	** 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) executive Tal Cohen report in this Form 4 filing?

Tal Cohen reported an open-market sale of company stock. He sold 15,518 shares of NASDAQ, INC. Common Stock on April 27, 2026, at a weighted average price of $90.75 per share, and continues to hold a substantial remaining equity position.

How many NASDAQ (NDAQ) shares did Tal Cohen sell and at what price?

Tal Cohen sold 15,518 shares of NASDAQ, INC. Common Stock. The weighted average sale price was $90.75 per share, with individual trades occurring in a price range from $90.51 to $91.09, as detailed in the Form 4 footnotes.

How many NASDAQ (NDAQ) shares does Tal Cohen hold after this transaction?

After the reported sale, Tal Cohen directly holds 215,208 NASDAQ, INC. shares. Footnotes explain this figure includes restricted stock units, performance stock units and shares purchased through the company’s Employee Stock Purchase Plan, showing a continued sizable ownership stake.

What types of equity awards make up Tal Cohen’s NASDAQ (NDAQ) holdings?

Cohen’s holdings include restricted stock or units, performance stock units and Employee Stock Purchase Plan shares. The Form 4 notes 126,563 restricted shares or units, 87,017 shares underlying PSUs and 1,628 shares acquired via the plan, some of which are already vested.

Was Tal Cohen’s NASDAQ (NDAQ) stock sale a single trade or multiple trades?

The sale was executed as multiple trades rather than a single transaction. The Form 4 states the reported price is a weighted average, with individual sales completed between $90.51 and $91.09 per share, and offers to provide detailed trade breakdowns upon request.