Nasdaq executive uses 1,565 shares for tax withholding

Nasdaq, Inc. executive Nelson Griggs reported a routine tax-withholding share disposition related to an equity award.

Accepted by SEC EDGAR 04/07/2026 - 04:09 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nasdaq, Inc. executive Nelson Griggs reported a routine tax-withholding share disposition related to an equity award. On April 3, he had 1,565 shares of common stock withheld at $86.65 per share to satisfy taxes due on the settlement of a prior equity incentive grant.

After this transaction, he directly holds 238,891 shares of Nasdaq common stock. Footnotes state this includes 83,063 restricted shares or units, of which 47,859 are vested, and 155,828 shares underlying performance stock units, of which 142,986 are vested.

Insider Trade Summary

Exercise Price or Tax Liability: 1,565 shares

Exercise Price or Tax Liability 1 txn

Insider Griggs PC Nelson

Role Pres. Capital Access Platforms

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	1,565	$86.65	$136K

Holdings After Transaction: Common Stock, par value $0.01 per share — 238,891 shares (Direct)

Holdings Before and After: Common Stock, par value $0.01 per share, 240,456 to 238,891 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Represents (i) 83,063 shares or units of restricted stock, of which 47,859 are vested and (ii) 155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested.

Key Figures

Shares withheld for taxes: 1,565 shares Tax-withholding price: $86.65 per share Shares held after transaction: 238,891 shares +2 more

5 metrics

Shares withheld for taxes 1,565 shares Tax-withholding disposition on April 3, 2026

Tax-withholding price $86.65 per share Value used for withheld shares

Shares held after transaction 238,891 shares Direct Nasdaq common stock ownership following Form 4 event

Restricted stock and units 83,063 shares/units Equity awards including 47,859 vested restricted shares or units

Performance stock unit shares 155,828 shares Shares underlying PSUs, 142,986 vested

Key Terms

tax-withholding disposition, Equity Incentive Plan, restricted stock, performance stock units, +1 more

5 terms

tax-withholding disposition financial

"reported a routine tax-withholding share disposition related to an equity award"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Equity Incentive Plan financial

"previously granted under the Issuer's Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

restricted stock financial

"83,063 shares or units of restricted stock, of which 47,859 are vested"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance stock units financial

"155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Common Stock, par value $0.01 per share financial

"security_title: Common Stock, par value $0.01 per share"

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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
Estimated average burden
hours per response:			0.5

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^*

Griggs PC Nelson

(Last) (First) (Middle)

151 W. 42ND STREET

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Pres. Capital Access Platforms

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/03/2026		F(1)		1,565	D	$86.65	238,891(2)	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 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.

2. Represents (i) 83,063 shares or units of restricted stock, of which 47,859 are vested and (ii) 155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested.

	/s/ Alex Kogan, by power of attorney	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)