What new performance share units did Tal Cohen receive from Nasdaq (NDAQ)?

Tal Cohen received a new grant of 12,842 performance share units under Nasdaq's Equity Incentive Plan. The award’s payout depends on performance from January 1, 2024 through December 31, 2025, with underlying shares scheduled to vest on January 4, 2027.

NDAQ Form 4 reports multiple insider transactions

Tal Cohen reported multiple insider transaction types in a Form 4 filing for NDAQ.

Accepted by SEC EDGAR 02/13/2026 - 04:03 PM EST

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Form Type

Rhea-AI Filing Summary

Tal Cohen reported multiple insider transaction types in a Form 4 filing for NDAQ. The filing lists transactions totaling 77,448 shares at a weighted average price of $82.51 per share. Following the reported transactions, holdings were 228,165 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Tal Cohen

Role Pres. Market Platforms

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	43,932	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	20,674	$82.51	$1.71M
Grant/Award	Common Stock, par value $0.01 per share	12,842	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 228,165 shares (Direct)

Footnotes (4)

F1. 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.
F2. Represents shares of Common Stock withheld for taxes in connection with the settlement of PSUs, as described above.
F3. 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.
F4. Represents (i) 124,002 shares or units of restricted stock, of which 41,026 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Tal Cohen report for Nasdaq (NDAQ)?

Tal Cohen reported equity compensation activity, including PSU settlements and a new PSU grant. He acquired 43,932 shares at $0 from vested PSUs and had 20,674 shares withheld at $82.51 to cover taxes, plus a new 12,842-PSU award.

How many Nasdaq (NDAQ) shares did Tal Cohen acquire through PSUs?

Tal Cohen acquired 43,932 shares of Nasdaq Common Stock at $0 from the settlement of performance share units. These PSUs were earned over a three-year performance period running from January 1, 2023 through December 31, 2025 under Nasdaq's Equity Incentive Plan.

Why were 20,674 Nasdaq (NDAQ) shares disposed of in Tal Cohen’s Form 4?

The 20,674 Nasdaq shares were withheld to satisfy tax obligations arising from the PSU settlement. This tax-withholding disposition used a price of $82.51 per share and did not represent an open-market sale by Tal Cohen of his directly held stock.

How many Nasdaq (NDAQ) shares and units does Tal Cohen hold after these transactions?

After the reported transactions, Tal Cohen beneficially owned 228,165 shares or units. This includes 124,002 restricted shares or units, 102,535 shares underlying PSUs, and 1,628 shares acquired through Nasdaq's Employee Stock Purchase Plan, with some portions already vested.

What roles and ownership type does Tal Cohen have at Nasdaq (NDAQ)?

Tal Cohen is an officer of Nasdaq, serving as President, Market Platforms. The reported securities are held directly, as indicated by the direct ownership code, and relate to equity incentive and employee stock purchase plan participation rather than open-market trading activity.

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Form 4 Insider Transactions: What Each Field Means →

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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

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)
	Pres. Market Platforms

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	02/11/2026		A⁽¹⁾		43,932	A	$0	235,674	D
Common Stock, par value $0.01 per share	02/11/2026		F⁽²⁾		20,674	D	$82.51	215,000	D
Common Stock, par value $0.01 per share	02/11/2026		A⁽³⁾		12,842	A	$0	228,165⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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) 124,002 shares or units of restricted stock, of which 41,026 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	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).
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.

Source: View Original Filing on SEC EDGAR