Nasdaq (NDAQ) EVP sells 6,000 shares in pre-set 10b5-1 trade

Rhea-AI Filing Summary

NASDAQ, INC. executive Bryan Everard Smith, EVP and Chief People Officer, sold 6,000 shares of common stock in an open-market transaction on March 2, 2026 at a weighted average price of $87.24 per share. The sale was executed under a pre-arranged Rule 10b5-1(c) trading plan adopted on August 29, 2025, indicating it was scheduled in advance.

Following this transaction, Smith directly owns 70,860 shares. Footnote detail shows this figure represents a mix of vested and unvested restricted stock units, performance share units, and shares acquired through the company’s employee stock purchase plan.

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
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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).

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^*

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)
03/02/2026

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	03/02/2026		S(1)		6,000	D	$87.24(2)	70,860(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 August 29, 2025.

2. The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.96 to $87.82, 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) 20,871 shares or units of restricted stock, of which 1,465 are vested, (ii) 45,366 shares of Common Stock underlying PSUs, 37,340 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	03/04/2026
	** 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 insider transaction did Nasdaq (NDAQ) executive Bryan Everard Smith report?

Bryan Everard Smith reported an open-market sale of 6,000 Nasdaq common shares. The trade occurred on March 2, 2026 under a pre-arranged Rule 10b5-1(c) trading plan, indicating it was scheduled in advance rather than being a discretionary, one-off decision.

How many Nasdaq (NDAQ) shares did Bryan Everard Smith sell and at what price?

Bryan Everard Smith sold 6,000 shares of Nasdaq common stock at a weighted average price of $87.24 per share. Footnotes state the shares were sold in multiple trades between $85.96 and $87.82, with detailed price information available upon request.

What is a Rule 10b5-1 trading plan in the context of this Nasdaq (NDAQ) Form 4?

A Rule 10b5-1 trading plan allows insiders to pre-schedule trades to avoid timing concerns. Smith’s 6,000-share sale was executed under such a plan adopted on August 29, 2025, meaning the transactions followed preset instructions rather than real-time trading decisions.

How many Nasdaq (NDAQ) shares does Bryan Everard Smith own after this sale?

After the reported sale, Smith directly owns 70,860 Nasdaq shares. According to footnote disclosure, this total includes restricted stock units, performance share units, and shares purchased through the employee stock purchase plan, with some awards already vested and others still unvested.

What roles does Bryan Everard Smith hold at Nasdaq (NDAQ) related to this insider filing?

Bryan Everard Smith is an officer of Nasdaq, serving as Executive Vice President and Chief People Officer. His status as an officer makes him a reporting person under SEC rules, requiring public disclosure of his transactions in Nasdaq common stock through Form 4 filings.

Were Bryan Everard Smith’s Nasdaq (NDAQ) share sales made in a single trade or multiple trades?

The 6,000-share sale was completed through multiple trades at prices between $85.96 and $87.82. The $87.24 figure disclosed is a weighted average price, and Smith has committed to provide full per-trade pricing details to shareholders or regulators upon request.