Nasdaq (NDAQ) CEO uses 10b5-1 plan to sell 92,840 shares

Rhea-AI Filing Summary

Nasdaq, Inc. Chair and CEO Adena T. Friedman exercised employee stock options for 92,840 shares of Common Stock at an exercise price of $22.22 per share on March 6, 2026. She then sold 92,840 shares in an open-market transaction at a weighted-average price of $90.08 per share, resulting in 2,079,323 shares of Common Stock held directly after the sale.

The sale was carried out under a pre-arranged Rule 10b5-1(c) trading plan adopted on September 11, 2025. Following these transactions, Friedman also holds stock options covering 306,936 underlying shares at an exercise price of $67.48 per share, expiring on January 3, 2032, and has additional indirect ownership of 73,500 shares in each of two irrevocable family trusts.

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

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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).

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^*

FRIEDMAN ADENA 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
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M		92,840	A	$22.22	2,172,163	D
Common Stock, par value $0.01 per share	03/06/2026		S(1)		92,840	D	$90.08(2)	2,079,323(3)	D
Common Stock, par value $0.01 per share								73,500	I	Held by the A.T. Friedman Irrevocable Trust No.1(4)
Common Stock, par value $0.01 per share								73,500	I	Held by The A.T. Friedman Irrevocable Trust No.2(4)

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
Employee Stock Option (Right to Buy)	$22.22	03/06/2026		M			92,840	(5)	01/03/2027	Common Stock	92,840	$0	113,611	D
Employee Stock Option (Right to Buy)	$67.48							(6)	01/03/2032	Common Stock	306,936		306,936	D

Explanation of Responses:

1. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2025.

2. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.37, inclusive. The reporting person undertakes to provide to the Issuer, any of its security holders, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Represents (i) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,525,520 shares of Common Stock underlying PSUs, 1,483,780 of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer prior to returning as President in 2014.

4. Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.

5. The option is currently exercisable.

6. The option vests on January 3, 2027.

	/s/ Alex Kogan, by power of attorney	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Nasdaq (NDAQ) CEO Adena Friedman report?

Adena Friedman exercised options and sold shares. She exercised employee stock options for 92,840 Nasdaq shares at $22.22 and sold 92,840 shares at a weighted-average price of $90.08, all dated March 6, 2026, as part of a planned program.

How many Nasdaq (NDAQ) shares does the CEO hold after these transactions?

Friedman directly holds 2,079,323 Nasdaq shares after the sale. The filing also shows indirect ownership of 73,500 shares in each of two irrevocable family trusts, in addition to remaining stock options representing 306,936 underlying shares expiring on January 3, 2032.

Was the Nasdaq (NDAQ) CEO’s share sale under a Rule 10b5-1 plan?

Yes, the share sale was executed under a Rule 10b5-1(c) plan. A footnote states the reported sale followed a trading plan adopted on September 11, 2025, indicating the transactions were pre-arranged rather than timed opportunistically based on short-term market movements.

What prices were involved in Adena Friedman’s Nasdaq (NDAQ) transactions?

The option exercise and sale involved two key prices. Options were exercised at an exercise price of $22.22 per share. The resulting 92,840 shares were sold at a weighted-average price of $90.08, with individual trades ranging from $90.00 to $90.37 per share.

Does the Nasdaq (NDAQ) CEO still hold unexercised stock options?

Yes, significant unexercised options remain outstanding. After exercising one grant, Friedman continues to hold stock options tied to 306,936 underlying Nasdaq shares with an exercise price of $67.48 per share, which are scheduled to expire on January 3, 2032.

How large was the Nasdaq (NDAQ) CEO’s net share sale in this Form 4?

The filing shows a net sale of 92,840 shares. Friedman exercised options to acquire 92,840 shares and sold the same number on March 6, 2026, leaving her with 2,079,323 directly held shares plus indirect and option positions reported in the filing.