Nasdaq (NDAQ) CEO Adena Friedman gifts 113,572 company shares

Rhea-AI Filing Summary

Nasdaq, Inc. Chair and CEO Adena Friedman reported charitable gifts of 113,572 shares of Nasdaq common stock, recorded as bona fide gifts with no sale proceeds. The donated shares went to a charitable institution and a donor-advised fund, and she no longer has voting or investment control over them.

After these gifts, Friedman holds 1,965,751 Nasdaq common shares directly, plus additional indirect holdings through two family trusts that each hold 73,500 shares. She also retains employee stock options covering 113,611 shares at an exercise price of $22.22, expiring on January 3, 2027, and 306,936 shares at $67.48, expiring on January 3, 2032.

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^*

FRIEDMAN ADENA T

(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
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		G(1)		56,786	D	$0	2,022,537	D
Common Stock, par value $0.01 per share	03/11/2026		G(2)		56,786	D	$0	1,965,751(3)	D
Common Stock, par value $0.01 per share								73,500	I	Held by the A.T. Friedman Irrevocable Trust No.1(4)
Common Stock, par value $0.01 per share								73,500	I	Held by The A.T. Friedman Irrevocable Trust No.2(4)

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
Employee Stock Option (Right to Buy)	$22.22							(5)	01/03/2027	Common Stock	113,611		113,611	D
Employee Stock Option (Right to Buy)	$67.48							(6)	01/03/2032	Common Stock	306,936		306,936	D

Explanation of Responses:

1. Reflects shares gifted by the reporting person to a charitable institution. The reporting person does not exercise voting or investment control, directly or indirectly, over the recipient or the donated shares following this transfer.

2. Reflects shares gifted by the reporting person to a donor advised fund. The reporting person does not exercise voting or investment control, directly or indirectly, over the donated shares following this transfer.

3. Represents (i) 440,450 shares or units of restricted stock, of which 314,204 are vested, (ii) 1,411,948 shares of Common Stock underlying PSUs, 1,370,208 of which are vested, (iii) 10,000 shares of Common Stock acquired through open market purchases, and (iv) 103,353 shares granted under the Issuer's Equity Incentive Plan or the Issuer's Employee Stock Purchase Plan when the reporting person was an employee of the Issuer prior to returning as President in 2014.

4. Reflects shares gifted for estate planning purposes to a family trust for the benefit of the reporting person's child, of which the reporting person's spouse is the trustee and the reporting person's brother is the investment advisor.

5. The option is currently exercisable.

6. The option vests on January 3, 2027.

	/s/ Alex Kogan, by power of attorney	03/13/2026
	** 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 transaction did Nasdaq (NDAQ) CEO Adena Friedman report?

Adena Friedman reported bona fide gifts of 113,572 Nasdaq common shares. The shares were donated to a charitable institution and a donor-advised fund, and she no longer has voting or investment control over the donated stock after these transfers.

How many Nasdaq (NDAQ) shares does Adena Friedman hold after the reported gifts?

After the gifts, Adena Friedman holds 1,965,751 Nasdaq common shares directly. She also has indirect ownership of 73,500 shares in each of two family trusts, along with significant employee stock options that provide additional potential exposure to Nasdaq equity.

Were Adena Friedman’s Nasdaq (NDAQ) transactions open-market sales or purchases?

The reported transactions were bona fide gifts, not open-market sales or purchases. The Form 4 uses transaction code G, indicating charitable transfers, and notes that Friedman does not retain voting or investment control over the donated shares following the gifts.

What stock options on Nasdaq (NDAQ) shares does Adena Friedman retain?

Friedman holds employee stock options on 113,611 Nasdaq shares at an exercise price of $22.22 expiring January 3, 2027. She also holds options on 306,936 shares at $67.48 that vest on January 3, 2027 and expire on January 3, 2032.

How are Adena Friedman’s indirect Nasdaq (NDAQ) holdings structured?

Friedman has indirect ownership of 73,500 Nasdaq shares in each of two irrevocable family trusts. One trust is identified as the A.T. Friedman Irrevocable Trust No.1 and the other as The A.T. Friedman Irrevocable Trust No.2, both holding Nasdaq common stock.

Does Adena Friedman retain control over the Nasdaq (NDAQ) shares she gifted?

She does not retain voting or investment control over the gifted Nasdaq shares. Footnotes state the donations were to a charitable institution and a donor-advised fund, and clarify she has no direct or indirect control over the recipient entities or the donated stock.