Nasdaq (NDAQ) EVP sells 3,000 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

NASDAQ, INC. executive vice president and chief people officer Bryan Everard Smith sold 3,000 shares of common stock on June 11, 2026 in an open‑market transaction at an average price of $86.91 per share.

After the sale, he directly holds 71,944 shares, consisting of 22,563 restricted stock or units, 44,758 performance stock units and 4,623 shares purchased through the employee stock purchase plan. The sale was executed under a pre‑arranged Rule 10b5‑1(c) trading plan adopted on March 12, 2026.

Insider Trade Summary 10b5-1

Net Seller: 3,000 shares ($260,730)

Net Sell 1 txn

Insider Smith Bryan Everard

Role EVP, CPO

Sold 3,000 shs ($261K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.01 per share	3,000	$86.91	$261K

Holdings After Transaction: Common Stock, par value $0.01 per share — 71,944 shares (Direct, null)

Footnotes (1)

1. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on March 12, 2026. Represents (i) 22,563 shares or units of restricted stock, of which 1,465 are vested, (ii) 44,758 shares of Common Stock underlying PSUs, 36,732 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

Shares sold: 3,000 shares Sale price: $86.91 per share Shares after transaction: 71,944 shares +5 more

8 metrics

Shares sold 3,000 shares Open-market sale on June 11, 2026

Sale price $86.91 per share Average sale price for 3,000 shares

Shares after transaction 71,944 shares Direct holdings following June 11, 2026 sale

Restricted stock/units 22,563 shares or units Part of post-transaction holdings; 1,465 vested

Performance stock units 44,758 shares Underlying PSUs; 36,732 vested

ESPP shares 4,623 shares Purchased under employee stock purchase plan

10b5-1 plan adoption date March 12, 2026 Plan governing the reported sale

Transaction date June 11, 2026 Date of open-market sale

Key Terms

Rule 10b5-1(c) trading plan, restricted stock, PSUs, Employee Stock Purchase Plan

4 terms

Rule 10b5-1(c) trading plan regulatory

"The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on March 12, 2026."

A Rule 10b5-1(c) trading plan is a legally defined, pre-set schedule that lets company insiders automatically buy or sell stock at specified times or under set formulas when they are not in possession of undisclosed, sensitive information. Think of it like an automatic payment plan for trades: because the instructions are written in advance, trades under the plan help protect insiders from allegations of trading on secret information and give investors clearer expectations about when insiders will transact, which can affect liquidity and perceived transparency.

restricted stock financial

"Represents (i) 22,563 shares or units of restricted stock, of which 1,465 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

"...44,758 shares of Common Stock underlying PSUs, 36,732 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

"...and (iii) 4,623 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.

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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).

X

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^*

Smith Bryan Everard

(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, CPO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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	06/11/2026		S(1)		3,000	D	$86.91	71,944(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. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on March 12, 2026.

2. Represents (i) 22,563 shares or units of restricted stock, of which 1,465 are vested, (ii) 44,758 shares of Common Stock underlying PSUs, 36,732 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	06/15/2026
	** 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 Bryan Everard Smith report in this Form 4?

Bryan Everard Smith reported selling 3,000 shares of Nasdaq common stock at an average price of $86.91 per share. The transaction was an open‑market sale and was carried out under a pre‑arranged Rule 10b5‑1(c) trading plan adopted on March 12, 2026.

How many Nasdaq (NDAQ) shares does Bryan Everard Smith hold after the sale?

After the June 11, 2026 sale, Bryan Everard Smith directly holds 71,944 shares of Nasdaq equity. This includes restricted stock or units, performance stock units and shares acquired through the company’s employee stock purchase plan, as detailed in the Form 4 footnotes.

At what price were the Nasdaq (NDAQ) shares sold in Bryan Everard Smith’s Form 4?

The 3,000 Nasdaq shares were sold at an average price of $86.91 per share in an open‑market transaction. This price reflects the execution level reported for the June 11, 2026 sale disclosed in the Form 4 filing.

Was Bryan Everard Smith’s Nasdaq (NDAQ) share sale under a 10b5-1 trading plan?

Yes. The filing states the sale was effected under a Rule 10b5‑1(c) trading plan adopted on March 12, 2026. Such plans allow insiders to schedule trades in advance, helping separate routine portfolio management from discretionary market‑timed transactions.

What types of Nasdaq (NDAQ) equity awards does Bryan Everard Smith hold?

Post‑transaction holdings include 22,563 restricted shares or units, 44,758 shares underlying performance stock units, and 4,623 shares purchased via Nasdaq’s employee stock purchase plan. Some of these awards are vested, as specified in the Form 4 footnotes.