Director Michael Splinter (NASDAQ: NDAQ) moves 4,680 Nasdaq shares to family trusts

Rhea-AI Filing Summary

Nasdaq, Inc. director Michael R. Splinter reported a gift of 4,680 shares of Nasdaq common stock on January 30, 2026. The shares were transferred at a price of $0 under transaction code G, which denotes a bona fide gift.

Following the transaction, he was shown with 212,742 equity-based units related to Nasdaq’s equity incentive plan, of which 207,501 were vested, and 15,225 shares held indirectly through family trusts where he serves as trustee.

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).

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^*

SPLINTER MICHAEL R

(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)
01/30/2026

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	01/30/2026		G		4,680	D	$0	212,742(1)	D
Common Stock, par value $0.01 per share	01/30/2026		G		4,680	A	$0	15,225	I	Held by family trusts(2)

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 212,742 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 207,501 are vested as of the date hereof.

2. Reflects shares gifted by the reporting person to family trusts, of which the reporting person is a trustee.

	/s/ Alex Kogan, by power of attorney	02/03/2026
	** 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 did Michael R. Splinter report in his latest Nasdaq (NDAQ) Form 4 filing?

Michael R. Splinter reported gifting 4,680 shares of Nasdaq common stock on January 30, 2026. The transaction was coded as a bona fide gift at a price of $0 per share, moving shares into family-related holdings.

How many Nasdaq (NDAQ) shares did Michael R. Splinter gift to family trusts?

He gifted 4,680 Nasdaq common shares. These shares were transferred as a bona fide gift, with no cash consideration, to family trusts associated with him, changing how his beneficial ownership is allocated between direct and indirect holdings.

How many Nasdaq (NDAQ) equity units does Michael R. Splinter beneficially own after the reported transaction?

After the transaction, Michael R. Splinter is associated with 212,742 equity-based units under Nasdaq’s equity incentive plan, of which 207,501 are vested as of the reported date, reflecting substantial previously granted stock-based compensation.

What indirect ownership in Nasdaq (NDAQ) does Michael R. Splinter report through family trusts?

He reports indirect beneficial ownership of 15,225 Nasdaq shares held by family trusts. Splinter serves as a trustee of these trusts, so the shares are attributed to him for reporting, even though they are legally owned by the trusts.

What does transaction code G mean in Michael R. Splinter’s Nasdaq (NDAQ) Form 4?

Transaction code G on Form 4 indicates a bona fide gift. In this filing, it shows that 4,680 Nasdaq shares were transferred as a gift, rather than bought or sold for cash, affecting only the form of Splinter’s beneficial ownership.

Is Michael R. Splinter a director or officer of Nasdaq (NDAQ) in this Form 4?

In this Form 4, Michael R. Splinter is identified as a director of Nasdaq, Inc. He is not listed as a ten percent owner or an officer, and no officer title is indicated in the reporting information.