Nasdaq, Inc. (NDAQ) EVP CIO receives RSU grant, shares withheld for taxes

Rhea-AI Filing Summary

NASDAQ, INC. executive vice president and CIO Bradley J. Peterson reported routine equity compensation activity. He received a grant of 8,103 restricted stock units, each representing one share of common stock, vesting 33% on April 1, 2028, 33% on April 1, 2029, and the remainder on April 1, 2030. In a separate line item, 2,761 shares of common stock were withheld at $84.89 per share to cover taxes from settlement of a prior equity award. Following these transactions, he holds 150,244 shares of common stock directly, along with additional restricted stock, performance stock units, and shares purchased under the employee stock purchase plan as described in the filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Peterson Bradley J

Role EVP, CIO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	8,103	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	2,761	$84.89	$234K

Holdings After Transaction: Common Stock, par value $0.01 per share — 153,005 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) 70,086 shares or units of restricted stock, of which 41,017 are vested, (ii) 75,118 shares of Common Stock underlying PSUs, 65,486 of which are vested, and (iii) 5,040 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

RSU grant size: 8,103 units Tax-withheld shares: 2,761 shares Share price for withholding: $84.89 per share +4 more

7 metrics

RSU grant size 8,103 units Restricted Stock Units awarded April 1, 2026

Tax-withheld shares 2,761 shares Shares withheld for taxes at $84.89 per share

Share price for withholding $84.89 per share Valuation used for 2,761 withheld shares

Shares after transactions 150,244 shares Common stock directly held following reported transactions

Restricted stock/units 70,086 shares or units Restricted stock holdings, 41,017 of which are vested

Performance stock units 75,118 shares Common stock underlying PSUs, 65,486 vested

ESPP shares 5,040 shares Shares purchased under Employee Stock Purchase Plan

Key Terms

Restricted Stock Units (RSUs), Equity Incentive Plan, Performance Stock Units (PSUs), Employee Stock Purchase Plan, +1 more

5 terms

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

"75,118 shares of Common Stock underlying PSUs, 65,486 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.

Employee Stock Purchase Plan financial

"5,040 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.

tax-withholding disposition financial

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

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.

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^*

Peterson Bradley J

(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)
	EVP, CIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		A(1)		8,103	A	$0	153,005	D
Common Stock, par value $0.01 per share	04/01/2026		F(2)		2,761	D	$84.89	150,244(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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) 70,086 shares or units of restricted stock, of which 41,017 are vested, (ii) 75,118 shares of Common Stock underlying PSUs, 65,486 of which are vested, and (iii) 5,040 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	04/02/2026
	** 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 equity award did NDAQ executive Bradley Peterson receive in this Form 4?

Bradley J. Peterson received an award of 8,103 restricted stock units. Each RSU represents a contingent right to receive one share of NASDAQ, INC. common stock under the company’s Equity Incentive Plan, subject to future vesting conditions and continued employment.

How do Bradley Peterson’s new RSUs in NDAQ vest over time?

The 8,103 RSUs vest in three tranches. 33% vest on April 1, 2028, another 33% on April 1, 2029, and the remaining units vest on April 1, 2030, assuming the award’s conditions are satisfied.

Why were NDAQ shares withheld from Bradley Peterson in this filing?

The filing shows 2,761 shares of NASDAQ, INC. common stock withheld at $84.89 per share. These shares were retained by the company to satisfy tax obligations related to settlement of a previously granted equity award under the Equity Incentive Plan.

How many NDAQ shares does Bradley Peterson hold after these transactions?

After these transactions, Bradley J. Peterson directly holds 150,244 shares of NASDAQ, INC. common stock. The filing also notes additional restricted stock, performance stock units, and shares purchased through the Employee Stock Purchase Plan as part of his overall equity position.

What additional NDAQ equity awards does Bradley Peterson report holding?

He reports 70,086 shares or units of restricted stock, including 41,017 vested, and 75,118 shares of common stock underlying performance stock units, with 65,486 vested. He also holds 5,040 shares purchased under NASDAQ’s Employee Stock Purchase Plan.

Is the share disposition in this NDAQ Form 4 an open-market sale?

No. The 2,761-share disposition is coded as F, meaning shares were withheld to pay taxes on an equity award. This is a tax-withholding transaction by NASDAQ, INC., not an open-market sale initiated by Bradley J. Peterson.