Form 4: Smith Bryan Everard reports multiple insider transactions in NDAQ

Rhea-AI Filing Summary

Smith Bryan Everard reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 39,038 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 78,758 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

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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^*

Smith Bryan Everard

(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)
	EVP, CPO

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)		21,088	A	$0	78,758	D
Common Stock, par value $0.01 per share	02/11/2026		F(2)		9,924	D	$82.51	68,834	D
Common Stock, par value $0.01 per share	02/11/2026		A(3)		8,026	A	$0	76,860(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) 20,871 shares or units of restricted stock, of which 1,465 are vested, (ii) 51,366 shares of Common Stock underlying PSUs, 43,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/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).
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FAQ

What insider transaction did Nasdaq (NDAQ) report for Bryan Everard Smith?

Bryan Everard Smith reported equity compensation transactions involving Nasdaq common stock. He received shares from performance share unit (PSU) settlements and grants, and some shares were withheld to cover taxes, all as part of Nasdaq's Equity Incentive Plan.

How many Nasdaq (NDAQ) shares did Bryan Everard Smith acquire in this Form 4?

He acquired 21,088 shares from a PSU settlement and 8,026 shares from a PSU grant. Both awards were recorded at a price of $0 per share, reflecting equity compensation rather than open-market purchases.

Were any Nasdaq (NDAQ) shares sold by Bryan Everard Smith in the market?

The filing shows 9,924 shares were disposed of to cover taxes at $82.51 per share. This was a tax-withholding disposition related to PSU settlement, not an open-market sale initiated for portfolio or valuation reasons.

What is Bryan Everard Smith’s Nasdaq (NDAQ) share ownership after the reported transactions?

After the transactions, he beneficially owned 76,860 Nasdaq common shares directly. This total reflects restricted stock, performance share units, and shares purchased under the employee stock purchase plan as described in the footnotes.

What are performance share units (PSUs) in the context of Nasdaq (NDAQ)?

Nasdaq’s PSUs are equity awards whose payout depends on multi-year performance goals. In this filing, PSU settlements and grants relate to performance periods running from January 1, 2023 or 2024 through December 31, 2025, with vesting extending to January 4, 2027.

Is Bryan Everard Smith considered a major shareholder of Nasdaq (NDAQ)?

He is reported as an officer (EVP, CPO) but not as a 10% owner. The Form 4 indicates officer status under Section 16, while the 10% owner box is not selected, clarifying he does not exceed that ownership threshold.