Nasdaq (NDAQ) director Johan Torgeby purchases 12,000 shares at $79.86

Rhea-AI Filing Summary

Nasdaq, Inc. director Johan Torgeby reported an open-market purchase of 12,000 shares of Nasdaq common stock at a price of $79.86 per share on February 17, 2026. Following this transaction, his direct holdings total 40,797 equity interests.

These holdings represent 14,797 restricted stock units granted under Nasdaq's Equity Incentive Plan, of which 11,802 are vested as of the reporting date, and 26,000 shares of common stock acquired through open-market purchases.

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^*

Torgeby Johan

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		P		12,000	A	$79.86	40,797(1)	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 (i) 14,797 RSUs granted pursuant to Nasdaq's Equity Incentive Plan, of which 11,802 are vested as of the date hereof and (ii) 26,000 shares of common stock acquired through open market purchases.

	/s/ Alex Kogan, by power of attorney	02/19/2026
	** 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).
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FAQ

What insider transaction did Nasdaq (NDAQ) director Johan Torgeby report?

Nasdaq director Johan Torgeby reported buying 12,000 shares of common stock. The open-market purchase was made at a price of $79.86 per share on February 17, 2026, increasing his overall direct equity exposure to Nasdaq.

At what price did Johan Torgeby buy Nasdaq (NDAQ) shares in the latest Form 4?

Johan Torgeby bought Nasdaq common stock at $79.86 per share. The Form 4 shows this open-market purchase covered 12,000 shares, documenting the exact transaction price and size for investors tracking director trading activity in Nasdaq, Inc.

How many Nasdaq (NDAQ) shares and RSUs does Johan Torgeby hold after this transaction?

After the reported transaction, Johan Torgeby directly holds 40,797 equity interests in Nasdaq. This consists of 14,797 restricted stock units, including 11,802 vested RSUs, and 26,000 shares of common stock acquired through open-market purchases, according to the Form 4 footnote.

What type of transaction is disclosed in Johan Torgeby’s Nasdaq (NDAQ) Form 4?

The Form 4 discloses an open-market purchase of Nasdaq common stock. The transaction is coded as a purchase, reflecting a non-derivative acquisition of 12,000 shares at $79.86 per share, and is categorized as direct ownership for the reporting person.

What does the Form 4 footnote reveal about Johan Torgeby’s Nasdaq (NDAQ) equity awards?

The footnote explains that Torgeby’s reported holdings include 14,797 restricted stock units under Nasdaq’s Equity Incentive Plan. Of these RSUs, 11,802 are vested as of the reporting date, alongside 26,000 shares of common stock acquired via open-market purchases.