Form 4: Tal Cohen reports multiple insider transactions in NDAQ

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 235,674 shares.

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).

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 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)
	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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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).
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FAQ

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.

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.

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.