Form 4: Griggs PC Nelson reports multiple insider transactions in NDAQ

Rhea-AI Filing Summary

Griggs PC Nelson reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 77,448 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 239,853 shares.

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^*

Griggs PC Nelson

(Last) (First) (Middle)

151 W. 42ND STREET

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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. Capital Access Platforms

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/11/2026		A(1)		43,932	A	$0	239,853	D
Common Stock, par value $0.01 per share	02/11/2026		F(2)		20,674	D	$82.51	219,179	D
Common Stock, par value $0.01 per share	02/11/2026		A(3)		12,842	A	$0	232,021(4)	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 the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2023 through December 31, 2025.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.

3. Represents PSUs that were previously granted under Nasdaq's Equity Incentive Plan. The ultimate amount of shares of Common Stock to be received under the grant depended upon the achievement of performance goals during a two-year performance period from January 1, 2024 through December 31, 2025. The shares underlying the PSUs will vest on January 4, 2027.

4. Represents (i) 76,193 shares or units of restricted stock, of which 43,191 are vested and (ii) 155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested.

	/s/ Alex Kogan, by power of attorney	02/13/2026
	** 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.

FAQ

What insider transactions did Nelson Griggs report in Nasdaq (NDAQ) Common Stock?

Nelson Griggs reported equity award activity, not open-market trades. He acquired 43,932 shares via PSU settlement and 12,842 new PSUs at no cost, while 20,674 shares were withheld at $82.51 per share to satisfy tax obligations on the award settlement.

Were Nelson Griggs’ Nasdaq (NDAQ) transactions open-market buys or sells?

The reported transactions were equity award-related, not discretionary market trades. Shares were acquired at $0 through PSU settlement and new PSUs, while 20,674 shares were disposed of solely to pay taxes, consistent with a tax-withholding disposition rather than a typical sale.

How many Nasdaq (NDAQ) shares and units does Nelson Griggs beneficially own after these transactions?

After the reported transactions, Nelson Griggs beneficially owns 232,021 shares and units. This total reflects 76,193 shares or units of restricted stock and 155,828 shares underlying performance share units, with a substantial portion of each category already vested under Nasdaq’s equity plans.

What are the key features of the performance share units reported by Nelson Griggs at Nasdaq (NDAQ)?

The PSUs are tied to performance periods and vesting conditions. One grant covered performance from January 1, 2023 to December 31, 2025, while another covers January 1, 2024 to December 31, 2025, with underlying shares scheduled to vest on January 4, 2027 if plan conditions are met.

Why were 20,674 Nasdaq (NDAQ) shares disposed of in Nelson Griggs’ Form 4 filing?

The 20,674 shares were withheld to cover tax liabilities from the PSU settlement. This “F” code transaction reflects payment of taxes using shares at $82.51 each, rather than a voluntary sale into the market, and is common in equity compensation programs.

How do restricted stock and PSUs factor into Nelson Griggs’ Nasdaq (NDAQ) ownership?

His reported holdings include both restricted stock and PSUs. Footnote disclosures show 76,193 shares or units of restricted stock and 155,828 shares underlying PSUs, with many already vested, indicating a significant portion of his compensation is equity-based and performance-linked.