STOCK TITAN

Nelson Griggs (NDAQ) granted 11,743 RSUs as tax withholding reduces shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NASDAQ, Inc. President of Capital Access Platforms Nelson Griggs reported routine equity compensation activity. He received 11,743 shares of Common Stock as a grant of Restricted Stock Units under the company’s Equity Incentive Plan, with no cash paid per share.

The RSUs vest 33% on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030. Separately, 3,308 shares of Common Stock were withheld at $84.89 per share to cover taxes on a previously granted equity award. After these transactions, he holds 240,456 shares directly, plus additional restricted stock and PSUs noted in the footnotes.

Positive

  • None.

Negative

  • None.
Insider Griggs PC Nelson
Role Pres. Capital Access Platforms
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 11,743 $0.00 --
Tax Withholding Common Stock, par value $0.01 per share 3,308 $84.89 $281K
Holdings After Transaction: Common Stock, par value $0.01 per share — 243,764 shares (Direct)
Footnotes (1)
  1. Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030. 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) 84,628 shares or units of restricted stock, of which 46,360 are vested and (ii) 155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested.
RSU grant size 11,743 shares Restricted Stock Units granted on April 1, 2026
Tax-withheld shares 3,308 shares Shares withheld for taxes at $84.89 per share
Tax withholding price $84.89/share Value used for shares withheld for tax liability
Direct holdings after transactions 240,456 shares Common Stock held directly following reported Form 4 activity
Restricted stock/units 84,628 shares or units Restricted stock position, including 46,360 vested units
PSUs underlying shares 155,828 shares Common Stock underlying Performance Stock Units, 142,986 vested
Restricted Stock Units (RSUs) financial
"Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
Equity Incentive Plan financial
"granted pursuant to 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.
Performance Stock Units (PSUs) financial
"155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested."
Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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.
SEC Form 4
FORM 4UNITED 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*
Griggs PC Nelson

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres. Capital Access Platforms
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/01/2026A(1)11,743A$0243,764D
Common Stock, par value $0.01 per share04/01/2026F(2)3,308D$84.89240,456(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an award of Restricted Stock Units (RSUs) granted pursuant to the Issuer's Equity Incentive Plan. Each unit represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs shall vest with respect to 33% of the RSUs on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030.
2. 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.
3. Represents (i) 84,628 shares or units of restricted stock, of which 46,360 are vested and (ii) 155,828 shares of Common Stock underlying PSUs, 142,986 of which are vested.
/s/ Alex Kogan, by power of attorney04/02/2026
** Signature of Reporting PersonDate
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 Nelson Griggs report in this NASDAQ (NDAQ) Form 4 filing?

Nelson Griggs reported a routine equity compensation grant and related tax withholding. He received 11,743 shares via Restricted Stock Units and had 3,308 shares withheld to cover taxes on a prior equity award under NASDAQ’s Equity Incentive Plan.

How many NASDAQ (NDAQ) shares were granted to Nelson Griggs in this filing?

He was granted 11,743 shares of NASDAQ Common Stock through an award of Restricted Stock Units. Each RSU represents a contingent right to one share, vesting over several years according to a defined schedule under the company’s Equity Incentive Plan.

What is the vesting schedule for Nelson Griggs’ new NASDAQ (NDAQ) RSU award?

The RSU award vests in three installments: 33% on April 1, 2028, 33% on April 1, 2029, and the remaining portion on April 1, 2030. Vesting requires continued service and delivers shares of NASDAQ Common Stock when each tranche vests.

Why were 3,308 NASDAQ (NDAQ) shares withheld in Nelson Griggs’ Form 4?

The 3,308 shares were withheld to satisfy tax obligations tied to settlement of a previously granted equity award. These shares are treated as a tax-withholding disposition at $84.89 per share, rather than an open-market sale or discretionary trading transaction.

How many NASDAQ (NDAQ) shares does Nelson Griggs hold after these transactions?

After the reported transactions, Nelson Griggs directly holds 240,456 shares of NASDAQ Common Stock. Footnotes also describe additional restricted stock and Performance Stock Units, reflecting both vested and unvested portions of his broader equity-based compensation position.

What additional equity awards in NASDAQ (NDAQ) does Nelson Griggs have outstanding?

Footnotes state he holds 84,628 shares or units of restricted stock, of which 46,360 are vested, and 155,828 shares of Common Stock underlying Performance Stock Units, with 142,986 of those PSUs vested. These awards supplement his directly held NASDAQ shares.