[Form 4] NASDAQ, INC. Insider Trading Activity

Rhea-AI Filing Summary

Nasdaq, Inc. (NDAQ) executive Jeremy Skule reported insider transactions on 10/01/2025 showing a sale of 2,105 shares of common stock at $88.22 under a Rule 10b5-1 trading plan adopted on February 10, 2025, and the withholding of 1,262 shares to satisfy taxes on an equity award at an effective price of $88.45. After the reported transactions, the filing shows beneficial ownership totals of 88,341 and 87,079 shares respectively following each line item.

The filing explains the remaining holdings include 38,597 restricted shares/units (of which 6,756 are vested), 44,763 vested PSUs, and 3,719 shares purchased under the Employee Stock Purchase Plan. The Form 4 was signed via power of attorney on 10/03/2025.

10/03/2025 - 04:00 PM

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).

1. Name and Address of Reporting Person^*

SKULE JEREMY

(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, CSO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		S(1)		2,105	D	$88.22	88,341	D
Common Stock, par value $0.01 per share	10/01/2025		F(2)		1,262	D	$88.45	87,079(3)	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. The reported sale was effected pursuant to a Rule 10b5-1(c) trading plan adopted on February 10, 2025.

2. Represents shares of Common Stock withheld for taxes in connection with the settlement of an equity award previously granted under the Issuer's Equity Incentive Plan.

3. Represents (i) 38,597 shares or units of restricted stock, of which 6,756 are vested, (ii) 44,763 shares of Common Stock underlying PSUs, all of which are vested, and (iii) 3,719 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	10/03/2025
	** 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

What did the NDAQ insider Jeremy Skule report on Form 4?

The Form 4 reports a sale of 2,105 shares at $88.22 and the withholding of 1,262 shares for taxes at $88.45 on 10/01/2025.

Were the sales part of a trading plan for NDAQ insider activity?

Yes. The sale of 2,105 shares was effected pursuant to a Rule 10b5-1(c) trading plan adopted on February 10, 2025.

How many NDAQ shares does Jeremy Skule beneficially own after these transactions?

The filing reports beneficial ownership of 88,341 shares after the sale line and 87,079 shares after the tax-withholding line.

What components make up the remaining reported holdings for the NDAQ reporting person?

The holdings include 38,597 restricted shares/units (6,756 vested), 44,763 vested PSUs, and 3,719 shares from the Employee Stock Purchase Plan.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by Alex Kogan, by power of attorney, on 10/03/2025.