Nasdaq director granted 2,998 RSUs in equity award

Townes-Whitley Toni reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Townes-Whitley Toni reported acquisition or exercise transactions in this Form 4 filing.

NASDAQ, INC. director Toni Townes-Whitley received an equity award in the form of 2,998 Restricted Stock Units (RSUs) of common stock at no cash cost, as part of Nasdaq's Equity Incentive Plan. Each RSU represents a right to receive one share of common stock if vesting conditions are met.

The entire 2,998-unit award is scheduled to vest on June 10, 2027. Following this grant, Townes-Whitley now holds a total of 23,469 RSUs under Nasdaq's plan, of which 20,471 are already vested as of the Form 4 filing date.

Insider Trade Summary

Grant/Award: 2,998 shares

Grant/Award 1 txn

Insider Townes-Whitley Toni

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	2,998	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 23,469 shares (Direct)

Footnotes (2)

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 entirety of the RSUs vest on June 10, 2027.
2. F2. Represents 23,469 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 20,471 are vested as of the filing date of this Form 4.

Key Figures

RSUs granted: 2,998 RSUs Grant price: $0.00 per share RSUs after transaction: 23,469 RSUs +2 more

5 metrics

RSUs granted 2,998 RSUs Equity award on June 10, 2026

Grant price $0.00 per share Reported transaction price for RSU award

RSUs after transaction 23,469 RSUs Total RSUs held following transaction

Vested RSUs 20,471 RSUs Vested as of Form 4 filing date

Vesting date for new award June 10, 2027 Full vesting of 2,998 new RSUs

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, contingent right, vest

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.

contingent right financial

"Each unit represents a contingent right to receive one share of the Issuer's Common Stock."

vest financial

"The entirety of the RSUs vest on June 10, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nasdaq (NDAQ) director Toni Townes-Whitley report in this Form 4?

Toni Townes-Whitley reported receiving 2,998 Restricted Stock Units (RSUs) of Nasdaq common stock as an equity award. The grant was made under Nasdaq's Equity Incentive Plan at no cash cost to the director.

How many shares are covered by Toni Townes-Whitley’s new RSU award at Nasdaq (NDAQ)?

The new award covers 2,998 Restricted Stock Units, with each RSU representing one share of Nasdaq common stock. These units add to Townes-Whitley’s existing equity-based holdings reported under Nasdaq’s Equity Incentive Plan.

When do Toni Townes-Whitley’s newly granted Nasdaq (NDAQ) RSUs vest?

The 2,998 new RSUs vest in full on June 10, 2027. Vesting means the director becomes entitled to receive one share of Nasdaq common stock for each vested unit, assuming continued satisfaction of plan conditions.

How many total RSUs does Toni Townes-Whitley hold in Nasdaq (NDAQ) after this grant?

After the grant, Townes-Whitley holds 23,469 RSUs under Nasdaq’s Equity Incentive Plan. Of these, the footnotes state that 20,471 RSUs are vested as of the Form 4 filing date, with the remainder unvested.

Did Toni Townes-Whitley buy or sell Nasdaq (NDAQ) shares in the market?

The Form 4 reports an acquisition classified as a grant or award, not a market purchase or sale. Townes-Whitley received 2,998 RSUs at a reported price of $0.00 per share as part of compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:15 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^*

Townes-Whitley Toni

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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	06/10/2026		A(1)		2,998	A	$0.00	23,469(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 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 entirety of the RSUs vest on June 10, 2027.

2. Represents 23,469 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 20,471 are vested as of the filing date of this Form 4.

	/s/ Alex Kogan, by power of attorney	06/12/2026
	** 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)