Nasdaq (NDAQ) exec Tal Cohen sees 1,565 shares withheld for tax obligations

Rhea-AI Filing Summary

Nasdaq, Inc. executive Tal Cohen reported a routine tax-related share disposition. On the settlement of a previously granted equity award, 1,565 shares of common stock were withheld at $86.65 per share to cover tax obligations, rather than sold in the open market.

After this withholding, Cohen directly holds 230,726 shares and units tied to Nasdaq equity. These include 126,563 shares or units of restricted stock, of which 53,203 are vested, 102,535 shares underlying performance stock units, of which 89,693 are vested, and 1,628 shares purchased through the company’s employee stock purchase plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tal Cohen

Role Pres. Market Platforms

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

Holdings After Transaction: Common Stock, par value $0.01 per share — 230,726 shares (Direct)

Footnotes (1)

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. Represents (i) 126,563 shares or units of restricted stock, of which 53,203 are vested, (ii) 102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested, and (iii) 1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

Shares withheld for taxes: 1,565 shares Tax withholding price: $86.65 per share Shares after transaction: 230,726 shares +3 more

6 metrics

Shares withheld for taxes 1,565 shares Tax-withholding disposition at $86.65 per share on equity award settlement

Tax withholding price $86.65 per share Price used for 1,565 shares withheld on April 3, 2026

Shares after transaction 230,726 shares Total direct holdings reported following tax-withholding disposition

Restricted stock/units 126,563 shares/units Part of direct holdings; 53,203 of these are vested

Performance stock units 102,535 shares underlying PSUs Equity awards held; 89,693 of these underlying shares are vested

ESPP shares 1,628 shares Common stock purchased under Nasdaq’s Employee Stock Purchase Plan

Key Terms

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

5 terms

tax-withholding disposition financial

"Represents shares of Common Stock withheld for taxes in connection with the settlement"

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

"settlement of an equity award 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

"Represents (i) 126,563 shares or units of restricted stock, of which 53,203 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.

PSUs financial

"102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Employee Stock Purchase Plan financial

"1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Form 4 Insider Transactions: What Each Field Means →

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^*

Tal Cohen

(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. Market 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	230,726(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) 126,563 shares or units of restricted stock, of which 53,203 are vested, (ii) 102,535 shares of Common Stock underlying PSUs, 89,693 of which are vested, and (iii) 1,628 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/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)

FAQ

What did Nasdaq (NDAQ) executive Tal Cohen report in this Form 4?

Tal Cohen reported a tax-withholding disposition of 1,565 Nasdaq shares. These shares were withheld to satisfy taxes on settlement of a prior equity award, not sold on the open market, and are part of routine equity compensation administration.

How many Nasdaq (NDAQ) shares were withheld for Tal Cohen’s taxes?

Nasdaq withheld 1,565 shares of common stock at $86.65 per share for Tal Cohen’s tax obligations. This occurred in connection with settling an earlier equity incentive award granted under Nasdaq’s Equity Incentive Plan, rather than through a market sale.

How many Nasdaq (NDAQ) shares does Tal Cohen hold after this transaction?

After the tax withholding, Tal Cohen holds 230,726 Nasdaq equity-linked shares directly. This total reflects restricted stock or units, performance stock units, and employee stock purchase plan shares, combining vested and unvested components disclosed in the footnotes.

Was Tal Cohen’s Nasdaq (NDAQ) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not a market sale. Shares were withheld by Nasdaq to pay taxes tied to settlement of an existing equity award, a common mechanism in equity compensation rather than a discretionary stock sale.

What types of Nasdaq (NDAQ) equity awards does Tal Cohen hold?

Tal Cohen holds restricted stock or units, performance stock units (PSUs), and employee stock purchase plan shares. Footnotes list 126,563 restricted shares or units, 102,535 PSU-based shares, and 1,628 shares bought under Nasdaq’s Employee Stock Purchase Plan.

How many of Tal Cohen’s Nasdaq (NDAQ) equity awards are vested?

Of Tal Cohen’s disclosed awards, 53,203 restricted shares or units are vested and 89,693 PSU-based shares are vested. The remaining restricted and PSU-linked shares are unvested, reflecting ongoing long-term incentive alignment with Nasdaq’s performance.