Nasdaq (NDAQ) EVP covers taxes with 813 withheld shares

Rhea-AI Filing Summary

Nasdaq, Inc. executive Bryan Everard Smith, EVP and Chief People Officer, reported a tax-related share withholding. On settlement of a prior equity award under Nasdaq's Equity Incentive Plan, 813 shares of common stock were withheld to cover taxes at an indicated price of $86.65 per share.

Following this routine tax-withholding disposition, Smith directly holds 74,944 shares of Nasdaq common stock. Footnotes also describe additional equity exposure through restricted stock, performance stock units, and shares acquired under the Employee Stock Purchase Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Bryan Everard

Role EVP, CPO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01 per share	813	$86.65	$70K

Holdings After Transaction: Common Stock, par value $0.01 per share — 74,944 shares (Direct)

Footnotes (1)

1. 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) 24,955 shares or units of restricted stock, of which 3,857 are vested, (ii) 45,366 shares of Common Stock underlying PSUs, 37,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

Key Figures

Tax-withheld shares: 813 shares Withholding price: $86.65 per share Shares held after transaction: 74,944 shares +1 more

4 metrics

Tax-withheld shares 813 shares Shares withheld for taxes on equity award settlement

Withholding price $86.65 per share Indicated price for the 813 withheld shares

Shares held after transaction 74,944 shares Direct Nasdaq common stock holdings after withholding

Tax-withholding count 1 transaction, 813 shares Summary tax-withholding disposition in this Form 4

Key Terms

Form 4, tax-withholding disposition, Equity Incentive Plan, restricted stock, +2 more

6 terms

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

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.

Equity Incentive Plan financial

"previously granted under 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.

restricted stock financial

"24,955 shares or units of restricted stock, of which 3,857 are vested"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

PSUs financial

"45,366 shares of Common Stock underlying PSUs, 37,340 of which are vested"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Employee Stock Purchase Plan financial

"4,623 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.

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^*

Smith Bryan Everard

(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, CPO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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	04/03/2026		F(1)		813	D	$86.65	74,944(2)	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 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.

2. Represents (i) 24,955 shares or units of restricted stock, of which 3,857 are vested, (ii) 45,366 shares of Common Stock underlying PSUs, 37,340 of which are vested, and (iii) 4,623 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

	/s/ Alex Kogan, by power of attorney	04/07/2026
	** 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 did Nasdaq (NDAQ) EVP Bryan Everard Smith report in this Form 4?

Bryan Everard Smith reported a tax-related share withholding. The company withheld 813 shares of Nasdaq common stock to satisfy taxes due on settlement of a previously granted equity award under Nasdaq’s Equity Incentive Plan.

How many Nasdaq (NDAQ) shares were withheld for taxes from Bryan Smith’s award?

The Form 4 shows 813 shares were withheld for taxes. These shares related to the settlement of an earlier equity award, with the tax withholding executed at a reported price of $86.65 per share of Nasdaq common stock.

Is Bryan Smith’s Nasdaq (NDAQ) Form 4 transaction an open-market sale?

No, the transaction is not an open-market sale. The filing labels it as a tax-withholding disposition, where 813 shares were delivered to cover tax obligations arising from an equity award vesting, rather than shares being sold on the open market.

How many Nasdaq (NDAQ) shares does Bryan Smith hold after this Form 4?

After the tax-withholding disposition, Bryan Smith directly holds 74,944 shares of Nasdaq common stock. This figure reflects his remaining direct ownership following the withholding of 813 shares to satisfy tax obligations on a vested equity award.

What other equity awards in Nasdaq (NDAQ) does Bryan Smith have?

Footnotes describe several award types. Smith holds restricted stock or units, performance stock units (PSUs) with both vested and unvested portions, and additional shares purchased under Nasdaq’s Employee Stock Purchase Plan, indicating diversified equity-based compensation.

How is the Nasdaq (NDAQ) Form 4 transaction coded and what does it mean?

The transaction carries code F, defined as payment of exercise price or tax liability by delivering securities. In this case, it represents shares of Nasdaq common stock withheld to satisfy taxes when a prior equity incentive award settled.