NDAQ Form 4: Director Begley Reports 3,000-Share Sale and 46,001 RSUs

Rhea-AI Filing Summary

Form: Form 4 filed under Section 16 for NASDAQ, Inc. (NDAQ) reporting person Begley, Charlene T.

On 08/04/2025 the reporting person executed a Transaction Code S (sale) reported on Form 4: 3,000 shares of Nasdaq common stock were sold at a reported price of $96.60 per share. Following the reported transaction the filing shows 46,001 restricted stock units (RSUs) beneficially owned, of which 43,006 are stated as vested as of the filing date. The filer is identified as a Director. The form is signed by Alex Kogan, by power of attorney dated 08/06/2025.

Positive

• Timely Section 16 disclosure: Form 4 filed and signed by POA on 08/06/2025
• Clear reporting of RSU holdings: 46,001 RSUs reported, with 43,006 vested

Negative

• Director sale reported: 3,000 shares sold on 08/04/2025 (Transaction Code S)
• None of the sale rationale disclosed: filing does not state reason or plan describing the sale

Insights

Financial Analyst

TL;DR: Director Begley reported a routine sale of 3,000 Nasdaq shares at $96.60; 46,001 RSUs remain, 43,006 vested.

This Form 4 discloses a sale (code S) of 3,000 shares on 08/04/2025 at $96.60 per share and reports continued beneficial ownership of 46,001 RSUs, 43,006 vested. The filing is standard for Section 16 reporting and identifies the reporting person as a director. No additional transactions, option exercises, or derivative positions are reported in this filing. Timing and signature (POA signed 08/06/2025) are included, indicating procedural completion of the disclosure.

Corporate Governance Expert

TL;DR: Disclosure appears routine: a director sale was reported and the filing documents sizable remaining RSU holdings and vested shares.

The Form 4 shows the reporting person holds 46,001 RSUs after the reported transaction, with 43,006 vested as of the filing date, and confirms the individual’s status as a director. The sale of 3,000 shares is recorded under transaction code S. The document is signed by an authorized representative by power of attorney on 08/06/2025. Based on the filing alone, this appears to be a routine insider disclosure rather than an extraordinary governance event.

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
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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^*

BEGLEY CHARLENE T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		S		3,000	D	$96.6	46,001(1)	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 46,001 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 43,006 shares are vested as of the date hereof.

	/s/ Alex Kogan, by power of attorney	08/06/2025
	** 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

Who filed the Form 4 for NDAQ?

The Form 4 was filed for Begley, Charlene T., who is identified as a Director.

What transaction is reported on the NDAQ Form 4?

A sale of 3,000 shares of Nasdaq common stock on 08/04/2025 at a reported price of $96.60 per share (Transaction Code S).

How many shares or awards does the reporting person own after the transaction?

The filing reports 46,001 RSUs beneficially owned following the transaction, of which 43,006 are vested.

When was the Form 4 signed and by whom?

The form shows signature by Alex Kogan, by power of attorney dated 08/06/2025.

Does the filing disclose any derivative or option transactions?

No. Table II (derivative securities) contains no entries in this filing.